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This excerpt taken from the DTV 8-K filed Apr 28, 2005. Major Decision” shall mean any of the following events, in
each case in one transaction or a series of related transactions consummated
after the date hereof:
7.5.1. incurrence of indebtedness in excess of Ten Million Dollars ($10,000,000) in the aggregate; 7.5.2. granting of guarantees of third party indebtedness for borrowed money, granting of guarantees of obligations of Persons who are not Affiliates outside of the Ordinary Course of Business or in excess of Ten Million Dollars ($10,000,000) in the aggregate in the Ordinary Course of Business, and refinancing and material modification of the terms of such indebtedness or guarantees; 7.5.3. except with respect to any Drag Along Transaction (as defined in the Investor Rights Agreement), (a) mergers, consolidations, sale of all or substantially all of the assets, conversions, liquidation (partial or complete) or dissolution of the LLC, or (b) acquisition by the LLC of another business (either by asset or stock or partnership interest purchase) or (c) any equity of another Person for a purchase price in excess of Two Million, Five Hundred Thousand Dollars ($2,500,000) in the aggregate; 7.5.4. except with respect to any Drag Along Transaction (as defined in the Investor Rights Agreement), (a) declaration of Distributions of cash or property on LLC Interests, (b) redemption of LLC Interests (other than redemptions of Class B Units from employees, officers, directors and consultants in connection with employment or service termination), (c) recapitalizations, and (d) issuance of additional LLC Interests and/or rights to acquire additional LLC Interests (other than issuances of Class B Units to employees, officers, directors and consultants pursuant to a plan or other arrangement approved pursuant to |
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