Common use of Holding Company Reorganization Clause in Contracts

Holding Company Reorganization. The Company at any time may consummate a Holding Company Reorganization, provided that (i) immediately after giving effect thereto, no Default or Event of Default shall exist or shall have occurred and be continuing, (ii) the Company shall cause the Holding Company to (A) become a party to the Guarantee Agreement as a Guarantor, (B) deliver to the Administrative Agent any certificates representing the Collateral consisting of all Capital Stock owned by the Holding Company (other than Excluded Assets) and such joinder agreements, amendments and supplements to the applicable Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Credit Parties, a Lien on all Collateral owned by the Holding Company (other than Excluded Assets) and take all such actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents and (C) expressly assume all obligations of the Company under this Agreement and the other Loan Documents pursuant to supplements hereto and thereto or other documents or instruments, in each case in form and substance reasonably satisfactory to the Administrative Agent, and shall take all actions as may be required to preserve the enforceability of the Loan Documents, (iii) each Guarantor shall have confirmed in writing that its Guarantee shall apply to the Obligations of the Borrower notwithstanding the occurrence of the Holding Company Reorganization, (iv) the Administrative Agent shall have received such officers’ certificates and opinions of counsel as it may reasonably request in connection with such transaction, (v) the direct or indirect holders of the Capital Stock of the Holding Company immediately following such Holding Company Reorganization are substantially the same as the holders of the Company’s Capital Stock immediately prior to such Holding Company Reorganization, (vi) the revised organizational structure of the Holding Company, the Company and the Subsidiaries shall be reasonably satisfactory to Administrative Agent and (vii) the Administrative Agent and each Lender shall receive all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.

Holding Company Reorganization. The Company at any time may consummate Notwithstanding anything herein to the contrary, GTSI shall be permitted to organize and create a holding company ("GTSI Holding") in a transaction or series of related transactions ("Holding Company Reorganization, provided that ") which satisfy each of the following conditions: (i) immediately after giving effect theretothere is no Existing Default, and no Default or Event of Default shall exist will occur or shall have occurred and be continuing, is reasonably likely to occur as a result of or due to the Holding Company Reorganization; (ii) simultaneously with the Company shall cause closing of the Holding Company Reorganization each of GTSI and GTSI Holding executes and delivers to (A) become a party to the Guarantee Agreement as a Guarantor, (B) deliver to the Administrative Agent any certificates representing the Collateral consisting of all Capital Stock owned by the Holding Company (other than Excluded Assetsa) and such joinder agreements, amendments and supplements documents necessary to the applicable Security Documents or such other documents as the grant Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Credit Parties, Lenders a Lien on first priority Security Interest in all Collateral owned by the Holding Company (other than Excluded Assets) and take all such actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents and (C) expressly assume all obligations of the Company under this Agreement and the other Loan Documents pursuant to supplements hereto and thereto or other documents or instrumentsassets of GTSI Holding, in each case in form and substance reasonably satisfactory to the Administrative Agent, and shall take including all actions as may be required to preserve the enforceability of the Loan Documents, (iii) each Guarantor shall have confirmed in writing that its Guarantee shall apply to the Obligations of the Borrower notwithstanding the occurrence GTSI's outstanding capital stock upon closing of the Holding Company Reorganization, and (b) an unlimited Guaranty of the Loan Obligations executed by GTSI Holding, each in form and substance satisfactory to Administrative Agent; (iii) prior to the closing of the Holding Company Reorganization, a Responsible Officer of Borrower delivers to Administrative Agent a certificate certifying that 84 such Holding Company Reorganization satisfies the conditions set forth in this Section 14.18.2; (iv) the Administrative Agent shall have received Holding Company is organized under the Delaware General Corporation Law ("DGCL") within 60 days prior to the closing, as a direct wholly owned Subsidiary of GTSI, solely for the purpose of consummating the Holding Company Reorganization, with no material assets and only such officers’ certificates liabilities that are immaterial and opinions of counsel as it may reasonably request in connection with such transaction, incidental to its organization and purpose; (v) the direct or indirect holders of the Capital Stock of the Holding Company immediately following such Holding Company Reorganization are substantially is consummated pursuant to and in accordance with Section 251(g) of the DGCL, whereby GTSI will merge with and into a special purpose Delaware corporation that is a direct wholly owned Subsidiary of GTSI Holding and an indirect wholly owned Subsidiary of GTSI, and GTSI will survive such merger as the successor corporation and a direct wholly owned Subsidiary of GTSI Holding, and each outstanding share of GTSI's common stock shall be converted into one share of GTSI Holding's common stock with the same voting powers, designations, preferences and rights, and the qualifications, restrictions and limitations thereof, with respect to GTSI Holding as the holders of the Company’s Capital Stock immediately prior such stock had with respect to such Holding Company Reorganization, GTSI; and (vi) the revised organizational structure of the Holding Company, the Company and the Subsidiaries shall reorganization must be reasonably satisfactory tax free for federal income tax purposes to Administrative Agent and (vii) the Administrative Agent and each Lender shall receive all documentation and other information required GTSI stockholders. Fiscal Year. Change its fiscal year from December 31. Leases. Enter into any Capital Leases except as permitted by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership RegulationSection 0.

Holding Company Reorganization. Purchaser hereby acknowledges that the Company may reorganize into a holding company structure (the "Reorganization") pursuant to which the Company will be seeking approval of shareholders holding a majority of the issued and outstanding Common Stock under a combined prospectus/proxy statement pursuant to a registration statement filed with the Commission on a Form S-4. If shareholders approve such a Reorganization, the Company's holders of Common Stock will receive one share of common stock of the holding company (the "Parent') for each share of Common Stock of the Company, and holders of the Company's Series A Preferred Stock will receive one share of Series A Preferred Stock in the Parent for each share of Series A Preferred Stock in the Company. The Parent will become the reporting company under the Exchange Act and its Articles of Incorporation and Bylaws will be the same as the Company's; further, the Parent will become the Company's successor to its outstanding option plans, options agreements and warrants. The Company at any time may consummate will continue the same business as it is now conducting, as will its subsidiaries; however, the Company will conduct such business as a Holding wholly-owned subsidiary of the Parent. In the event the Company's shareholders are asked to approve a Reorganization to be effectuated in accordance with the immediately preceding description of the terms and conditions thereof, Purchaser hereby agrees to vote in favor of such Reorganization so long as Xxxxxxxx X. Xxxxx also votes all of the Common Stock he directly or indirectly has power to vote in favor of such Reorganization. Each of the Purchaser, Leeds and the Company Reorganization, provided that hereby agrees and acknowledges that: (i) any and all references made to the Common Stock and to the Common Stock Shares in the Stock Purchase Agreement, the Registration Rights Agreement and/or the Co-Sale Agreement, including, without limitation, any and all amendments thereto (collectively, the "Transaction Documents" and each a "Transaction Document"), shall be deemed to include, without limitation, each and all shares of capital stock of the Company or any successor in interest or assign of the Company (whether by merger, consolidation, Reorganization or otherwise) that may be issued in respect of, in exchange for, or in substitution for the Common Stock and/or the Common Stock Shares, as applicable, including, but not limited to, shares of the capital stock of the Parent in a Reorganization; (ii) in the event of the consummation of a Reorganization, any and all references made in each and any Transaction Documents to the agreements, covenants and/or obligations of the Company or Summit shall thereafter be deemed to be references to the Parent; and (iii) the Company will cause the Parent to (A) execute an agreement whereby the Parent shall agree to be bound to the same extent as the Company under each of the Transaction Documents (including, without limitation, performing all agreements, covenants and obligations of the Company thereunder) and (B) perform all agreements, covenants and obligations of the Company under the Transaction Documents. Notwithstanding the foregoing, if the Parent subsequently sells all or substantially all of its assets or business, by merger, consolidation, sale of assets or otherwise (a "Sale") pursuant to which all of the following conditions are met: (i) the holders of capital stock of the Parent immediately after giving effect thereto, no Default prior to such Sale do not continue to hold immediately following such Sale greater than 50% of the voting power of the capital stock of the surviving or Event of Default shall exist or shall have occurred and be continuingacquiring entity, (ii) the Company shall cause surviving or acquiring entity is a reporting company under the Holding Company to Securities Exchange Act of 1934, as amended (A) become a party to the Guarantee Agreement as a Guarantor"Exchange Act"), (Biii) deliver to the Administrative Agent any certificates representing the Collateral consisting Leeds does not have beneficial ownership (whether through direct or indirect share ownership, by contract or otherwise) of all Capital Stock owned by the Holding Company more than twenty-five percent (other than Excluded Assets25%) and such joinder agreements, amendments and supplements to the applicable Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Credit Partiesissued and outstanding voting stock of the surviving or acquiring entity, a Lien on all Collateral owned by the Holding Company (other than Excluded Assets) and take all such actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents and (Civ) expressly assume Leeds does not have the right (by agreement or otherwise) to designate a majority of the members of the board of directors of the surviving or acquiring entity, then upon the consummation of such Sale, all rights of the Purchaser (or as applicable, its partner(s) or any Affiliates of Purchaser or any of its partners), and all obligations of the Company and Leeds, as applicable, under this Agreement the first sentence of Section 8(a) and all of Section 8(b) of the other Loan Documents pursuant to supplements hereto and thereto or other documents or instrumentsStock Purchase Agreement, in each case in form and substance reasonably satisfactory to under Article 4 of the Administrative AgentCo-Sale Agreement, and under Section 1 of this supplemental letter shall take all actions as may be required to preserve the enforceability of the Loan Documents, (iii) each Guarantor shall have confirmed in writing that its Guarantee shall apply to the Obligations of the Borrower notwithstanding the occurrence of the Holding Company Reorganization, (iv) the Administrative Agent shall have received such officers’ certificates and opinions of counsel as it may reasonably request in connection with such transaction, (v) the direct or indirect holders of the Capital Stock of the Holding Company immediately following such Holding Company Reorganization are substantially the same as the holders of the Company’s Capital Stock immediately prior to such Holding Company Reorganization, (vi) the revised organizational structure of the Holding Company, the Company and the Subsidiaries shall be reasonably satisfactory to Administrative Agent and (vii) the Administrative Agent and each Lender shall receive all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulationterminate.

Holding Company Reorganization. The Company at any time may consummate a Holding Company Reorganization(or, provided that (i) immediately after giving effect thereto, no Default or Event of Default shall exist or shall have occurred and be continuing, (ii) the Company shall cause the Holding Company to (A) become a party to the Guarantee Agreement as a Guarantor, (B) deliver to the Administrative Agent any certificates representing the Collateral consisting of all Capital Stock owned by the Holding Company (other than Excluded Assets) and such joinder agreements, amendments and supplements to the applicable Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit on behalf of the Credit PartiesCompany, a Lien on the Bank) has filed all Collateral owned by the Holding Company (other than Excluded Assets) and take all such actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents and (C) expressly assume all obligations of the Company under this Agreement and the other Loan Documents pursuant to supplements hereto and thereto or other documents or instruments, in each case in form and substance reasonably satisfactory to the Administrative Agent, regulatory applications and shall take all actions to cause the Company to have sufficient authorized Common Stock and Preferred Stock to complete any Subsequent Drawdown, and in connection therewith to complete the Holding Company Reorganization as may be required to preserve the enforceability soon as permissible in accordance with applicable requirements of the Loan Documents, (iii) each Guarantor shall have confirmed in writing that its Guarantee shall apply to BHC Act and the Obligations laws of the Borrower notwithstanding State of Florida and any other applicable law. To the occurrence of extent the Company receives the necessary approvals to complete the Holding Company Reorganization, the Company shall promptly undertake and complete the Holding Company Reorganization in which all issued and outstanding common stock of the Bank shall be exchanged for Common Stock and, if applicable, Preferred Stock; provided that the parties hereto acknowledge that the Holding Company Reorganization and the Private Placement together are intended to constitute a tax-free contribution of property to the Company in exchange for Common Stock and, if applicable, Preferred Stock pursuant to Section 351 of the Code, and shall file all Tax Returns consistent with such treatment. Each Investor, severally and not jointly, has committed to make capital contributions to the Company on the terms set forth in this Agreement and the agreements referred to in clauses (ivX), (Y) and (Z) below and in connection therewith to acquire up to that number of shares of Company Common Stock and, if applicable, Preferred Stock represented by such Investor’s Maximum Dollar Investment, not to exceed such Investor’s Maximum Committed Percentage and Maximum Voting Percentage, each as set forth on such Investor’s signature page hereto. Each Investor’s obligation to make such capital contributions shall be contingent solely upon satisfaction of the Administrative Agent shall have received such officers’ certificates conditions precedent to the obligations of the parties in this Agreement and opinions of counsel as it may reasonably request in the Private Placement Documents in connection with the Subsequent Drawdowns, which shall without limitation include (A) approval of each Subsequent Drawdown by both the Executive Committee and the Board of Directors of the Company and (B) receipt of all required approvals, consents or non-objections of Governmental Entities including non-control determinations with respect to each Investor’s Maximum Committed Percentage and Maximum Voting Percentage; provided that no Investor shall be required to invest more than such transactionInvestor’s Maximum Committed Percentage and Maximum Voting Percentage as set forth on such Investor’s signature page hereto. The Company and the Investors shall execute and deliver (X) this Agreement substantially in the form of Exhibit C to the Bank Investment Agreement and to the Bank Subscription Agreements providing for certain rights, obligations and arrangements among the Investors and the Company with respect to purchases of the Company Common Stock and, if applicable Preferred Stock and the obligations with respect to Subsequent Drawdowns up to the Maximum Committed Percentage and Maximum Voting Percentage, which shall require, among other things, each Investor to subscribe for and purchase Company Common Stock and, if applicable, Preferred Stock in one or more Subsequent Drawdowns, at a purchase price per share equal to (i) $5.00 during the twenty-four (24) month period from and after April 29, 2011, which is the closing date of the Initial Drawdown (as defined in the Bank Investment Agreement), and (ii) “TBV” (as such term is defined in the Stockholders’ Agreement) during the subsequent twelve (12) month period, up to such Investor’s Maximum Dollar Investment, not to exceed such Investor’s Maximum Committed Percentage and Maximum Voting Percentage, over a thirty-six (36) month period from and after April 29, 2011, which is the closing date of the Initial Drawdown (as defined in the Bank Investment Agreement), subject to satisfaction of the conditions precedent to the obligations of the parties thereto, which agreement shall become effective upon receipt of all applicable required approvals, consent or non-objections of Governmental Entities, (vY) an agreement substantially in the direct or indirect holders form of Exhibit D to the Capital Stock of Bank Investment Agreement and the Holding Company immediately following such Holding Company Reorganization are substantially the same as the holders of the Company’s Capital Stock immediately prior to such Holding Company ReorganizationBank Subscription Agreements providing for certain rights, (vi) the revised organizational structure of the Holding Company, obligations and arrangements among certain Stockholders and the Company and the Subsidiaries shall be reasonably satisfactory to Administrative Agent governance of the Company (the “Stockholders’ Agreement”) and (viiZ) an agreement substantially in the Administrative Agent form of Exhibit E to the Bank Investment Agreement and the Bank Subscription Agreements providing for certain rights with respect to the registration of the Company capital stock under the federal securities laws (the “Registration Rights Agreement”); provided that any modifications to the Private Placement Documents (other than the Bank Investment Agreement and the Bank Subscription Agreements) required by applicable Governmental Entities shall only require the consent of the Company and each Lender of the parties, other than the Bank, to the Bank Investment Agreement (the “Key Investors”), except that any material modifications shall receive all documentation require the consent of the Company and each of the parties to the applicable Private Placement Document and any modification that would reasonably be expected to adversely alter the rights or obligations of an Investor in a manner disproportionate to the effect such modification has on other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, Investors (including the Patriot Act and Key Investors) (other than based on the Beneficial Ownership Regulationrelative ownership interests of such Investor) shall require the consent of such Investor.