Holding Company Restrictions Sample Clauses

Holding Company Restrictions. (a) The Holding Companies shall not create, incur, assume or permit to exist any Indebtedness which requires the payment in cash of any principal or interest in respect thereof prior to the date that is six months after the Maturity Date, without the written consent of the Required Lenders, except for (i) the Indebtedness incurred or to be incurred by Media Holdings pursuant to the Media Holdings Discount Notes Indenture and Permitted Holding Company Refinancing Indebtedness of Indebtedness incurred under this clause (i), (ii) the Indebtedness incurred or to be incurred by Media Holdings pursuant to the New Media Holdings Senior Notes Indenture and Permitted Holding Company Refinancing Indebtedness of Indebtedness incurred under this clause (ii), (iii) intercompany Indebtedness incurred by any Holding Company and owing to the Borrower or any other Credit Party or any other Holding Company, (iv) the Indebtedness which may be required to be incurred by Holdings under the employment agreements described in Section 5.1(i) and any other Management Incentive Contracts to the extent that payments under the phantom stock incentive provisions of such agreements are not permitted by this Agreement or any other document to be made in cash and (v) in addition to any of the foregoing clauses (i), (ii), (iii) and (iv), Parent Entity Allowable Indebtedness. (b) Except for (w) the 2012 Exchange Offers, (x) the Qualifying IPO Funding Transactions, (y) the execution, delivery and performance of agreements in connection therewith and (z) transactions permitted by Sections 7.1, 7.5, 7.6, 7.7 and 7.15(a) (including the application of proceeds contemplated by such transactions) and any purchase, redemption, retirement, refinancing or other acquisition for value or payment or prepayment of the principal of, or interest on, or any other amount owing in respect thereof with the proceeds of the New Media Holdings Senior Notes or Parent Entity Allowable Indebtedness, no Holding Company will purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any payment or prepayment of the principal of, or interest on, or any other amount owing in respect of, the Media Holdings Discount Notes, except (A) to the extent required by the Media Holdings Discount Notes Indenture or (B) if no Default shall have occurred and be continuing, permitted by the ...
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Holding Company Restrictions. Parent will not incur any material liabilities or obligations, own or acquire any material assets, permit any material Lien to exist on its assets or engage itself in any operations or business, other than (a) activities and contractual rights incidental to maintenance of its corporate or organizational existence in compliance with applicable law, including the ability to incur and pay fees, costs and expenses relating to such maintenance, (b) the issuance of its Capital Stock to its shareholders, (c) the making of Restricted Payments and, to the extent not prohibited under Section 7.12(b), the payment, prepayment, redemption, repurchase or other acquisition for value of Indebtedness (or interest or other amounts owing in respect thereof), (d)(i) the ownership of the Capital Stock of the Borrower, the making of contributions to the capital of the Borrower, and incidental business or operations related thereto or to any Person that has merged, amalgamated or consolidated with the Borrower, (ii) the formation and ownership of any wholly‑owned Domestic Subsidiary that is a Restricted Subsidiary to effect a Permitted Acquisition, the making of contributions to the capital of such Subsidiary in connection with such Permitted Acquisition and incidental business or operations related thereto or to any Person that has merged, amalgamated or consolidated with such Subsidiary, and (iii) the ownership of an immaterial amount of the Capital Stock (retained for tax structuring or other similar purposes) of a Person acquired pursuant to a Permitted Acquisition, (e) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (f) the performance of obligations under and compliance with its Organization Documents, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including as a result of or in connection with the activities of its Subsidiaries, (g) the entry into, and performance of its obligations with respect to, indemnification arrangements with officers, directors, employees, managers, partners, consultants or independent contractors of Parent or any of its Subsidiaries or in any other contractual agreement, including equity incentive plans and the Tax Receivables Agreement, (h) the incurrence and payment of its operating and business expenses incidental to a holding company and any Taxes for which it may be liable (including reimbursement to A...
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Holding Company Restrictions. Allow or permit any Person owning any interest, directly or indirectly, in any Canadian Subsidiary, to create, incur, assume or suffer to exist any Indebtedness or Contingent Obligation, or to own or hold any asset other than equity interests in a Canadian Subsidiary; PROVIDED that LEP Canada may incur Indebtedness in favor of ILLCAN, Inc. and ILLSCOT, Inc. pursuant to Section 7.12.
Sample 1
Holding Company Restrictions. None of Parent nor Beckham Parent will incur any material liabilities or obligations, own or acquire any material assets, permit any material Lien to exist on its assets or engage itself in any operations or business, other than (a) activities and contractual rights incidental to maintenance of its corporate or organizational existence in compliance with applicable law, including the ability to incur and pay fees, costs and expenses relating to such maintenance, (b) the issuance of its Capital Stock to its shareholders, (c) the making of Restricted Payments, (d)(i) the ownership of the Capital Stock of the Borrower, the making of contributions to the capital of the Borrower, and incidental business or operations related thereto or to any Person that has merged, amalgamated or consolidated with the Borrower, (ii) solely with respect to Parent, the ownership of the Capital Stock of Beckham Parent, the making of contributions to the capital of Beckham Parent, and incidental business or operations related thereto or to any Person that has merged, amalgamated or consolidated with Beckham Parent, and (iii) solely with respect to Parent, (A) the formation of Beckham Merger Sub and Beckham Acquisition Sub in contemplation of the Beckham Acquisition, the ownership of the Capital Stock of Beckham Merger Sub and Beckham Acquisition Sub prior to the consummation of the transactions contemplated to occur in connection with the Beckham Acquisition, the making of contributions to the capital of Beckham Merger Sub and Beckham Acquisition Sub, and incidental business or operations related thereto or to any Person that has merged, amalgamated or consolidated with Beckham Merger Sub or Beckham Acquisition Sub, (B) the formation and ownership of any wholly‑owned Domestic Subsidiary that is a Restricted Subsidiary to effect a Permitted Acquisition, the making of contributions to the capital of such Subsidiary in connection with such Permitted Acquisition and incidental business or operations related thereto or to any Person that has merged, amalgamated or consolidated with such Subsidiary, and (C) the ownership of an immaterial amount of the Capital Stock (retained for tax structuring or other similar purposes) of a Person acquired pursuant to a Permitted Acquisition, (e) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (f) the performance of obligations under and compliance wi...
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Related to Holding Company Restrictions

  • Ownership Restrictions Notwithstanding any other provision in the Deposit Agreement or any ADR, the Company may restrict transfers of the Shares where such transfer might result in ownership of Shares exceeding limits imposed by applicable law or the Articles of Association of the Company. The Company may also restrict, in such manner as it deems appropriate, transfers of the ADSs where such transfer may result in the total number of Shares represented by the ADSs owned by a single Holder or Beneficial Owner to exceed any such limits. The Company may, in its sole discretion but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner in excess of the limits set forth in the preceding sentence, including, but not limited to, the imposition of restrictions on the transfer of ADSs, the removal or limitation of voting rights or mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADSs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Articles of Association of the Company. Nothing herein shall be interpreted as obligating the Depositary or the Company to ensure compliance with the ownership restrictions described in this Section 3.5.

  • Stock Restrictions Optionee understands that at the time of the execution of this Option Agreement, the shares of the Stock issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the "Act"), or under any state securities law, and that the Company currently does not intend to effect any such registration. Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall be purchased by Optionee for investment without a view to distribution within the meaning of the Act, and shall not be sold, transferred, assigned, pledged, or hypothecated unless such transfer has been registered under the Act and applicable state securities laws, or the transfer duly qualifies for an applicable exemption from the registration requirements of the Act and any applicable state securities laws. In any event, Optionee agrees that the shares of the Stock which Optionee may acquire by exercising this Option shall not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable securities laws, whether federal or state. In addition, Optionee agrees that (i) the certificates representing the shares of the Stock purchased under this Option may bear such restrictive legend or legends as the Company's legal counsel deems appropriate in order to assure compliance with applicable securities laws, (ii) the Company may refuse to register the transfer of the shares of the Stock purchased under this Option on the stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities laws, and (iii) the Company may give related instructions to its transfer agent to stop registration of the transfer of the shares of Stock purchased under this Option.

  • Geographic Restrictions The owner of the Website is based in the State of New York in the United States. We provide this Website for use only by persons located in the United States, and it may only be available to people located in the United States. We make no claims that the Website or any of its content is available or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries.

  • Disclosure Restrictions If necessary for the proper management and administration of the Business Associate or to carry out legal responsibilities of the Business Associate. PHI may only be disclosed to another person/entity for such purposes if: 3.2.1. Disclosure is required by law; or 3.2.2. Where the Business Associate obtains reasonable assurances from the person to whom disclosure is made that the PHI released will be held confidentially and only may be used or further disclosed as required by law or for the purposes of the disclosure; and person/entity agrees to notify Business Associate of any breaches of confidentiality in a timely fashion and in writing. Documentation needs to follow the same standards and time frames as item 6 below.

  • Securities Law Restrictions In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

  • Ownership and Restrictions 4.1 You retain all ownership and intellectual property rights in and to Your Content and Your Applications. Oracle or its licensors retain all ownership and intellectual property rights to the Services, including Oracle Programs and Ancillary Programs, and derivative works thereof, and to anything developed or delivered by or on behalf of Oracle under this Agreement. 4.2 You may not, and may not cause or permit others to: a) remove or modify any program markings or any notice of Oracle’s or its licensors’ proprietary rights; b) make the programs or materials resulting from the Services (excluding Your Content and Your Applications) available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific Services You have acquired); c) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish or download any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by programs), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Oracle; d) perform or disclose any benchmark or performance tests of the Services, including the Oracle Programs; e) perform or disclose any of the following security testing of the Services Environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and f) license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the Services, Oracle Programs, Ancillary Programs, Services Environments or Oracle materials to any third party, other than as expressly permitted under the terms of the applicable order.

  • Scope of Restrictions If the scope of any restriction contained in any preceding paragraphs of this Agreement is deemed too broad to permit enforcement of such restriction to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law, and Employee hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

  • Investment Restrictions As described in Fund’s current prospectus and SAI provided by Manager and as agreed to by Sub-Adviser.

  • Limitation of Restrictions Affecting Subsidiaries Each Borrower and Guarantor shall not, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any Subsidiary of such Borrower or Guarantor to (a) pay dividends or make other distributions or pay any Indebtedness owed to such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor; (b) make loans or advances to such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor, (c) transfer any of its properties or assets to such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor; or (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor, (v) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Borrower or Guarantor prior to the date on which such Subsidiary was acquired by such Borrower or such Guarantor and outstanding on such acquisition date, and (vi) the extension or continuation of contractual obligations in existence on the date hereof; provided, that, any such encumbrances or restrictions contained in such extension or continuation are no less favorable to Agent and Lenders than those encumbrances and restrictions under or pursuant to the contractual obligations so extended or continued.

  • Limitations and Restrictions Deduction of Rollovers and Transfers – A deduction is not allowed for rollover or transfer contributions.

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