Knowledge of the Company
means the actual knowledge of the individuals
identified on
Section
8.11(i)
of the Company Disclosure Letter.
Knowledge of Parent
means
the actual knowledge of the individuals identified on
Section
8.11
of the Parent Disclosure Letter.
Library Pictures
means any and all completed audio, visual and/or audiovisual works which the Company or any of its
Subsidiaries Exploits or has the right to Exploit, including any motion pictures, films,
movies-of-the-week,
television programs,
shows, series, mini-series, episodes, pilots, specials, documentaries, cartoons, compilations, promotional films, clips, trailers and shorts and any other programs or audio-visual works, whether animated, live action or both, in any form or any
medium, whether now known or hereafter developed (including theatrical, videocassette, videodisc and other home video, network, free, cable, pay, satellite, syndication, and/or any other television medium,
pay-per-view,
video-on-demand,
advertising-supported-video-on-demand,
subscription
on-demand,
subscription
video-on-demand,
electronic sell through, Internet, mobile device and other new media), in each case whether recorded digitally, on film, videotape, cassette, cartridge, disc or on or by any other means,
method, process or device, whether now known or hereafter developed.
Library Tangible Assets
means all physical
properties of, or relating to, any Program, including prints, negatives, duplicating negatives, fine grains, music and sound effects tracks, master tapes and other duplicating materials of any kind, all various language dubbed and titled versions,
prints and negatives of stills, trailers and television spots, all promotions and other advertising, marketing and publicity materials, stock footage, trims, tabs, outtakes, cells, drawings, storyboards, models, sculptures, puppets, sketches, and
continuities, including any of the foregoing in the possession, custody or control of the Company or any of its Subsidiaries, or in the possession of their respective assigns or any film laboratories, storage facilities or other Persons.
Nasdaq
means The Nasdaq Global Select Market.
NYSE
means the New York Stock Exchange.
Parent Material Adverse Effect
means (A) an effect that would prevent, materially delay or materially impair the
ability of Parent or the Merger Subs to consummate the Transactions, or (B) a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of Parent and its Subsidiaries (excluding,
after the First Effective Time, the Initial Surviving Company), taken as a whole, excluding any such effect resulting from or arising in connection with: (1) changes in, or events generally affecting, the financial, securities or capital
markets, (2) general economic or political conditions in the United States or any foreign jurisdiction in which Parent or any of its Subsidiaries operate, including any changes in currency exchange rates, interest rates, monetary policy or
inflation, (3) changes in, or events generally affecting, the industries in which Parent or any of its Subsidiaries operate, (4) any acts of war, sabotage, civil disobedience or terrorism or natural disasters (including hurricanes,
tornadoes, floods or earthquakes), (5) any failure by Parent or any of its Subsidiaries to meet any internal or published budgets, projections, forecasts or predictions in respect of financial performance for any period, (6) a decline in the
price of the shares of Parent Common Stock, or a change in the trading volume of such shares, on the NYSE,
provided
that the exceptions in clauses (5) and (6) shall not prevent or otherwise affect a determination that any change, effect,
circumstance or development underlying such failure or decline or change (if not otherwise falling within any of the exclusions pursuant to the other clauses of this definition) has resulted in, or contributed to, a Parent Material Adverse Effect,
(7) changes in Law, (8) changes in GAAP (or authoritative interpretation thereof), (9) the taking of any specific action expressly required by, or the failure to take any specific action expressly prohibited by, the Transaction Documents,
including the Permitted Restrictions or (10) the announcement or pendency (but, for the avoidance of doubt, not the consummation) of the Transactions, including the impact thereof on the relationships with customers, suppliers, distributors,
partners or employees (
provided
that the exception in this clause (10) shall not apply to references to Parent Material Adverse Effect in
Section
4.04
);
provided
,
however
, that the
changes, effects,
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