IN ONE TRANSACTION OR IN A SERIES
OF TRANSACTIONS) ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (WHETHER NOW OWNED OR
HEREAFTER ACQUIRED) TO OR IN FAVOR OF ANY PERSON, EXCEPT THAT, SO LONG AS NO
DEFAULT EXISTS OR WOULD RESULT THEREFROM:
(A)
ANY SUBSIDIARY MAY MERGE WITH (I) THE BORROWER, PROVIDED THAT THE
BORROWER SHALL BE THE CONTINUING OR SURVIVING PERSON, OR (II) ANY ONE OR MORE
OTHER SUBSIDIARIES, PROVIDED THAT WHEN ANY GUARANTOR IS MERGING WITH ANOTHER
SUBSIDIARY, THE GUARANTOR SHALL BE THE CONTINUING OR SURVIVING PERSON;
(B)
ANY SUBSIDIARY MAY DISPOSE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS
(UPON VOLUNTARY LIQUIDATION OR OTHERWISE) TO THE BORROWER OR TO ANOTHER
SUBSIDIARY; PROVIDED THAT IF THE TRANSFEROR IN SUCH A TRANSACTION IS A
GUARANTOR, THEN THE TRANSFEREE MUST EITHER BE THE BORROWER OR A GUARANTOR;
(C)
DIGIMARC ACQUISITIONCO MAY CONSUMMATE THE DIGIMARC MERGER;
(D)
THE BORROWER MAY DISSOLVE ANY SUBSIDIARY THAT IS NOT A MATERIAL
SUBSIDIARY; AND
(E)
ANY PERMITTED ACQUISITION EXPRESSLY PERMITTED BY SECTION 7.02 MAY BE
STRUCTURED AS A MERGER, CONSOLIDATION OR AMALGAMATION.
7.05.
DISPOSITIONS.
MAKE ANY DISPOSITION OR ENTER INTO ANY AGREEMENT TO
MAKE ANY DISPOSITION, EXCEPT:
(A)
DISPOSITIONS OF OBSOLETE OR WORN OUT PROPERTY, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, IN THE ORDINARY COURSE OF BUSINESS;
(B)
DISPOSITIONS OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS;
(C)
DISPOSITIONS OF EQUIPMENT OR REAL PROPERTY TO THE EXTENT THAT
(I) SUCH PROPERTY IS EXCHANGED FOR CREDIT AGAINST THE PURCHASE PRICE OF SIMILAR
REPLACEMENT PROPERTY OR (II) THE PROCEEDS OF SUCH DISPOSITION ARE REASONABLY
PROMPTLY APPLIED TO THE PURCHASE PRICE OF SUCH REPLACEMENT PROPERTY;
(D)
DISPOSITIONS OF PROPERTY BY ANY SUBSIDIARY TO THE BORROWER OR TO A
WHOLLY-OWNED SUBSIDIARY; PROVIDED THAT IF THE TRANSFEROR OF SUCH PROPERTY IS A
GUARANTOR, THE TRANSFEREE THEREOF MUST EITHER BE THE BORROWER, A GUARANTOR OR A
NON-GUARANTOR SUBSIDIARY TO THE EXTENT SUCH DISPOSITION CONSTITUTES AN
INVESTMENT PERMITTED BY SECTION 7.02(C)(II);
(E)
DISPOSITIONS PERMITTED BY SECTION 7.04;
(F)
NON-EXCLUSIVE LICENSES OF, OR COVENANTS NOT TO ASSERT WITH RESPECT
TO, IP RIGHTS IN THE ORDINARY COURSE OF BUSINESS;
(G)
INTERCOMPANY SALES OR TRANSFERS OF ASSETS MADE IN THE ORDINARY COURSE
OF
BUSINESS;
93
(H)
LICENSES, LEASES OR SUBLEASES OF TANGIBLE PROPERTY IN THE ORDINARY
COURSE OF BUSINESS;
(I)
LICENSING, CROSS-LICENSING AND COVENANT NOT TO ASSERT ARRANGEMENTS
INVOLVING TECHNOLOGY OR OTHER INTELLECTUAL PROPERTY OF THE BORROWER OR A
SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS;
(J)
ANY CONSIGNMENT ARRANGEMENTS OR SIMILAR ARRANGEMENTS FOR THE SALE
OF ASSETS IN THE ORDINARY COURSE OF BUSINESS;
(K)
THE SALE OR DISCOUNT OF OVERDUE ACCOUNTS RECEIVABLE ARISING IN THE
ORDINARY COURSE OF BUSINESS, BUT ONLY IN CONNECTION WITH THE COMPROMISE OR
COLLECTION THEREOF;
(L)
DISPOSITIONS OF CASH EQUIVALENTS;
(M)
DISPOSITIONS IN THE ORDINARY COURSE OF BUSINESS CONSISTING OF THE
ABANDONMENT OF IP RIGHTS WHICH, IN THE REASONABLE GOOD FAITH DETERMINATION OF
THE BORROWER ARE UNECONOMICAL, NEGLIGIBLE, OBSOLETE OR OTHERWISE NOT MATERIAL IN
THE CONDUCT OF ITS BUSINESS; AND
(N)
OTHER DISPOSITIONS BY THE BORROWER AND ITS SUBSIDIARIES IN