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 any Refinancing Indebtedness thereof, (ii) intercompany Indebtedness incurred by any Holding Company and owing to the Borrower or any other Credit Party or any other Holding Company, (iii) 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 any Refinancing Indebtedness, and (iv) in addition to any of the foregoing clauses (i), (ii) and (iii), non-cash Indebtedness incurred by any Holding Company after the repayment and retirement in full of the Media Holdings Discount Notes (and any Refinancing Indebtedness) so long as (1) no Default exists at the time of such incurrence or would result therefrom, (2) no installments of principal of such Holding Company Debt shall be payable (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise) earlier than the date six months after the Maturity Date (other than mandatory prepayments and mandatory offers to purchase that are no more burdensome on the Holding Companies, in any material respect, than the Media Holdings Discount Notes) and such Holding Company Debt may permit the payment of interest in kind or the accrual of cash interest (but shall not require interest to be paid in cash) through the date which is six months after the Maturity Date, (3) the covenants, events of default and mandatory prepayment requirements (whether by sinking fund payments, mandatory redemptions or repurchases or otherwise), of such Holding Company Debt are not more restrictive in any material respect on the Borrower and its Subsidiaries than the covenants, events of default and mandatory prepayment requirements in the Loan Documents, (4) the aggregate principal amount of all such Holding Company Debt plus Indebtedness incurred under clause (i) above does not exceed $100,000,000 (valuing any Indebtednes...
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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...
Sample 1
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, (d) 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, (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 Affiliates for such expenses paid on its behalf), (i) the execution and delivery of, and the incurrence of any Indebtedness or guarantee obligations under, and the granting of any Liens, as applicable, under any Loan Documents and any documents governing or evidencing any Incremental Equivalent Debt, any Permitted Ratio Debt (including any Convertible Bond Indebtedness), or any Credit Agreement Refinancing Indebtedness to which it is a party and the performance of its obligations thereunder and other related agreements contemplated hereby or thereby, (j) Indebtedness in respect of netting services or overdraft protections in connection with deposit accounts and other cash management obligations, in each case solely to the extent incurred in the ordinary course of business...
Sample 1
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.
Sample 1
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

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.

  • 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.

  • Investment Restrictions How the Fund is Managed ................................................................................

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