Activities Prior to Release Sample Clauses

Activities Prior to Release. Prior to the Acquisition Date, the Issuer shall not (i) own, hold or otherwise have any interest in any assets other than the Escrow Account, cash and Cash Equivalents and its rights under the Purchase Agreement or (ii) engage in any activity or enter into any transaction or agreement (including, without limitation, making any Restricted Payment, Incurring any Indebtedness, incurring any Liens except in favor of the holders of the Notes, entering into any merger, consolidation or sale of all or substantially all of its assets or engaging in any transaction with its Affiliates) except as necessary, advisable or appropriate to effectuate the Acquisition and the Transactions substantially as described in the Offering Memorandum under “Summary — The Transactions” (including tax planning activities).

Activities Prior to Release. Prior to the Escrow Release Date, the primary activities of the Escrow Issuer will be restricted to issuing the Notes, performing its obligations in respect of the Notes under this Indenture, the Escrow Agreement, redeeming the Notes and conducting such other activities as are necessary or appropriate to carry out the activities described above. Prior to the Escrow Release Date, the Escrow Issuer will not own, hold or otherwise have any interest in any assets other than the Escrow Account and cash and Cash Equivalents, as well as its rights under the Escrow Agreement and this Indenture, any applicable escrow arrangements and all related escrow accounts thereto. Prior to the Escrow Release Date, the Escrow Issuer shall not engage in any business activity or enter into any transaction or agreement (including, without limitation, making any restricted payment, Incurring any Indebtedness (other than the Notes), incurring any Liens, except to secure the Notes Obligations and any escrow arrangements with respect thereto, entering into any merger, consolidation or sale of all or substantially all of its assets or engaging in any transaction with its Affiliates, other than the merger with the Company) except in the ordinary course of the primary activities described above or as necessary or advisable (as determined by the Escrow Issuer) to effectuate the Transactions.

Activities Prior to Release. Prior to the consummation of the Merger, the activities of Merger Sub shall be restricted to issuing the Initial Notes, engaging in other financing activities related to the Transactions and performing its obligations in connection with any of the documents relating thereto, issuing capital stock to, and receiving capital contributions from, GPC or any other Parent Entity, performing its obligations in respect of the Initial Notes under this Indenture and the purchase agreement with the Initial Purchasers, performing its obligations under the Merger Agreement and consummating the Transactions (including the Closing Date Distribution), executing a supplemental indenture to this Indenture in the form attached hereto as Exhibit C in connection with the Assumption, redeeming the Initial Notes pursuant to Section 5.9 (if required) and repaying any other indebtedness incurred by it in connection with the Transactions (if required) and conducting such other activities as are necessary or appropriate in connection with the Transactions or to carry out the activities described above.