Covenants of Holding. (a) Rule 144. Holding agrees that at all times after it has filed a -------- registration statement after the date hereof pursuant to the requirements of the Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to any class of equity securities of Holding ------------ (other than (i) the registration of equity securities of Holding and/or options - or interests in respect thereof to be offered primarily to directors and/or members of management or employees, sales agents or similar representatives of Holding, or any subsidiary of Holding, directors or senior executives of corporations in which entities managed or sponsored by CD&R have made equity investments and/or other persons with whom CD&R has consulting or other advisory relationships, or (ii) the registration of equity securities and/or options or -- other interests in respect thereof solely on Form S-4 or S-8 or any successor form), it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if Holding is not required to file such reports, it will, upon the request of the Purchaser, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), to the extent required from time to time to enable the Purchaser to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144, as such Rule may be amended from time to - time, or (ii) any successor rule or regulation hereafter adopted by the -- Commission.
Covenants of Holding. Holding covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations and all other Obligations then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (other than Letters of Credit that have been cash collateralized in a manner satisfactory to the Issuing Lender) and the Commitments shall have terminated, Holding:
(I) shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than (i) transactions contemplated by the Loan Documents or the provision of administrative, legal, accounting and management services to, or on behalf of, any of its Subsidiaries, (ii) the ownership of the Capital Stock of the Parent Borrower and Small FSHCo, the sale or transfer of its ownership interests in Small FSHCo (to the extent not prohibited by the Credit Agreement) and the exercise of rights and performance of obligations in connection therewith, (iii) the entry into, and exercise of rights and performance of obligations in respect of (A) the Transaction Documents, this Agreement and any other Loan Documents to which it is a party; any other agreement to which it is a party on the date hereof; the Existing Notes, the 2004 Senior Note Indenture, the 2004 Senior Subordinated Note Indenture or any guarantee thereof; and any guarantee of Indebtedness or other obligations of any of its Subsidiaries permitted pursuant to the Loan Documents; in each case as amended, supplemented, waived or otherwise modified from time to time, and any refinancings, refundings, renewals or extensions thereof, (B) contracts and agreements with officers, directors and employees of it or any Subsidiary thereof relating to their employment or directorships, (C) insurance policies and related contracts and agreements, and (D) equity subscription agreements, registration rights agreements, voting and other stockholder agreements, engagement letters, underwriting agreements and other agreements in respect of its equity securities or any offering, issuance or sale thereof, including but not limited to in respect of the Management Subscription Agreements, (iv) the offering, issuance, sale and repurchase or redemption of, and dividends or distributions on its equity securities, (v) the filing of registration statements, and compliance with applicable reporting and other obliga...
Covenants of Holding. AND ACQUIROR Each of Holding and Acquiror agrees as set forth below.
Covenants of Holding. Holding will not, directly or indirectly, declare, pay or make any disposition, in whole or in part, of the $25,000,000 without the prior written consent of KIA IV.
Covenants of Holding. AND ACQUIROR
7.1 Director and Officer Liability. 31 7.2
Covenants of Holding. Subject to Stockholder having performed or complied with all agreements and covenants required by Section 2 of this Agreement to be performed or complied with by Stockholder, and solely in consideration thereof, Holding agrees that, upon release of the Transferred Shares from escrow upon termination of the Escrow Period, Holding shall (a) sell, transfer and assign to Stockholder all of Holding’s right, title and interest in the Transferred Shares, (b) tender certificates representing the Transferred Shares to Stockholder and duly executed stock powers or other instruments of transfer required to transfer the Transferred Shares to Stockholder, (c) under the Registration Rights Agreement dated May 30, 2007 to which Shermen and Holding are parties (the “Registration Rights Agreement”), assign to Stockholder Holding’s registration rights with respect to the Transferred Shares and agree that the Purchased Shares (as defined below) shall be included in the definition of “Registrable Securities” contained therein and (d) at the option of Holding, either take such steps as are required to include the Transferred Shares in an effective shelf registration statement of Shermen (pursuant to a post-effective amendment or otherwise) promptly after the transfer of the Transferred Shares to Stockholder (and in any event within thirty(30) days of such transfer), or, at the written request of the Stockholder, make a demand for a Demand Registration of the Transferred Shares on behalf of the Stockholder pursuant to Section 2.1.1 of the Registration Rights Agreement.
Covenants of Holding. REMEDIAL PROVISIONS
Covenants of Holding. Holding covenants and agrees with the Administrative Agent and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations, and all other Obligations then due and owing shall have been paid in full in cash, no Letter of Credit shall be outstanding and the Commitments shall have terminated:
Covenants of Holding. 27 5.4.1 Capital Contributions to the Parent Borrower.............27 5.4.2 Limitation on Activities of Holding......................28
Covenants of Holding. Holding shall:
(a) not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement, or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral;
(b) notify Collateral Agent of any change in Holding's name, identity or corporate structure within 15 days of such change;
(c) give Collateral Agent 30 days' prior written notice of any change in Holding's residence or chief place of business;
(d) if Collateral Agent gives value to enable Holding to acquire rights in or the use of any Collateral, use such value for such purposes; and
(e) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided that so long as no property or assets (other than money for such charge or claim and the interest or penalty accruing thereon) of Holding or Borrower or any of their respective Subsidiaries is in danger of being lost or forfeited as a result thereof, no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such other reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor.
