Common use of Holding Company Status Clause in Contracts

Holding Company Status. With respect to Holdings, engage in any business activities other than (i) direct or indirect ownership of the Equity Interests of the Borrowers and the Subsidiaries, (ii) activities incidental to the maintenance of its organizational existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), (iii) performance of its obligations under the Loan Documents and the Second Lien Loan Documents to which it is a party, (iv) the participation in tax, accounting and other administrative matters as a member of a consolidated group of companies including the Loan Parties, (v) the performance of obligations under and compliance with its Organization Document or any applicable Law, (vi) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable, (vii) the consummation of the Transactions, (viii) the making of Investments and Dispositions expressly permitted by this Agreement and the making of Restricted Payments expressly permitted by this Agreement, (ix) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions as and to the extent not prohibited by this Agreement (including in respect of Specified Equity Contributions), (x) purchasing Qualified Capital Stock of the Borrowers, (xi) making capital contributions to the Borrowers, (xii) taking actions in furtherance of and consummating a Qualifying IPO, a Permitted Tax Reorganization or Permitted IPO Reorganization, and fulfilling all initial and ongoing obligations related thereto, (xiii) activities otherwise expressly permitted by this Agreement including the Transactions and (xiv) activities incidental to the businesses or activities described in clauses (i)-(xiii) above.

Holding Company Status. With respect to (a) In the case of Holdings, engage in any business activities or activity other than (i) direct or indirect the ownership of the all outstanding Equity Interests of in the Borrowers and the SubsidiariesBorrower, (ii) activities incidental to as a tenant under the maintenance of its organizational existence (including the ability to incur feeslease for real property located at 0000 Xxxxxx Xxxx Xxxxx, costs and expenses relating to such maintenance and performance of activities relating to its officersXxxxx 000, directorsXxxxxx, managers and employees and those of its Subsidiaries), Xxxxx 00000 (iii) performance maintaining its corporate existence, (iv) participating in tax, accounting and other administrative activities (including being a party to employment contracts of its obligations under employees of Holdings or the Borrower) as the parent of the consolidated group of companies, including the Loan Documents Parties, (v) the execution and delivery of the Second Lien Loan Documents to which it is a party, (iv) the participation in tax, accounting and other administrative matters as a member of a consolidated group of companies including the Loan Parties, (v) the performance of its obligations under thereunder and compliance with its Organization Document or any applicable Lawthe activities expressly permitted thereby, (vi) incurring Contingent Obligations in the incurrence and payment Ordinary Course of its Business with respect to operating and business expenses and any taxes for which it may be liableleases, (vii) the consummation of the Transactionsentering into customary engagements with investment banks, legal counsel, and other service providers, (viii) the making of Investments and Dispositions expressly permitted by this Agreement and the making of Restricted Payments expressly permitted by this Agreementas party to customary insurance contracts, (ix) the issuanceas party to customary contractual obligations and indemnities provided in connection with Acquisitions and other Investments permitted under this Agreement, sale or repurchase of its Equity Interests and the receipt of capital contributions as and to the extent not prohibited by this Agreement (including in respect of Specified Equity Contributions), (x) purchasing Qualified Capital Stock of the Borrowers, (xi) making capital contributions to the Borrowers, (xii) taking actions in furtherance of and consummating a Qualifying IPO, a Permitted Tax Reorganization or Permitted IPO Reorganization, and fulfilling all initial and ongoing obligations related thereto, (xiii) activities otherwise expressly permitted by this Agreement including the Transactions and (xiv) activities incidental to the businesses or activities described in the foregoing clauses (i)-(xiiii) abovethrough (ix). (b) In the case of Parent, engage in any business or activity other than (i) the ownership of all outstanding Equity Interests in Holdings, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative activities (including being a party to employment contracts of employees of Parent or the Borrower) as the parent of the consolidated group of companies, including the Loan Parties, (iv) the execution and delivery of the Loan Documents to which it is a party, the performance of its obligations thereunder and the activities expressly permitted thereby, (v) incurring Contingent Obligations in the Ordinary Course of Business with respect to operating leases, (vi) entering into customary engagements with investment banks, legal counsel, and other service providers, (vii) as party to customary insurance contracts, (viii) as party to customary contractual obligations and indemnities provided in connection with Acquisitions and other Investments permitted under this Agreement, and (ix) activities incidental to the businesses or activities described in the foregoing clauses (i) through (viii) (which shall expressly include (x) being a party to customary documents in connection with any permitted issuance of Equity Interests or Indebtedness and (y) being a party to joint venture master agreements with respect to joint ventures in place on the Closing Date (but with respect to which Parent owns no Equity Interests and has no material obligations or liabilities)).

Holding Company Status. With respect to (a) In the case of Holdings, engage in any business activities or activity other than (i) direct or indirect the ownership of the all outstanding Equity Interests of in the Borrowers and the SubsidiariesBorrower, (ii) activities incidental to as a tenant under the maintenance of its organizational existence (including the ability to incur feeslease for real property located at 0000 Xxxxxx Xxxx Xxxxx, costs and expenses relating to such maintenance and performance of activities relating to its officersXxxxx 000, directorsXxxxxx, managers and employees and those of its Subsidiaries), Xxxxx 00000 (iii) performance maintaining its corporate existence, (iv) participating in tax, accounting and other administrative activities (including being a party to employment contracts of its obligations under employees of Holdings or the Borrower) as the parent of the consolidated group of companies, including the Loan Documents Parties, (v) the execution and delivery of the Second Lien Loan Documents to which it is a party, (iv) the participation in tax, accounting and other administrative matters as a member of a consolidated group of companies including the Loan Parties, (v) the performance of its obligations under thereunder and compliance with its Organization Document or any applicable Lawthe activities expressly permitted thereby, (vi) incurring Contingent Obligations in the incurrence and payment Ordinary Course of its 90731114_8 Business with respect to operating and business expenses and any taxes for which it may be liableleases, (vii) the consummation of the Transactionsentering into customary engagements with investment banks, legal counsel, and other service providers, (viii) the making of Investments and Dispositions expressly permitted by this Agreement and the making of Restricted Payments expressly permitted by this Agreementas party to customary insurance contracts, (ix) the issuanceas party to customary contractual obligations and indemnities provided in connection with Acquisitions and other Investments permitted under this Agreement, sale or repurchase of its Equity Interests and the receipt of capital contributions as and to the extent not prohibited by this Agreement (including in respect of Specified Equity Contributions), (x) purchasing Qualified Capital Stock of the Borrowers, (xi) making capital contributions to the Borrowers, (xii) taking actions in furtherance of and consummating a Qualifying IPO, a Permitted Tax Reorganization or Permitted IPO Reorganization, and fulfilling all initial and ongoing obligations related thereto, (xiii) activities otherwise expressly permitted by this Agreement including the Transactions and (xiv) activities incidental to the businesses or activities described in the foregoing clauses (i)-(xiiii) abovethrough (ix). (b) In the case of Parent, engage in any business or activity other than (i) the ownership of all outstanding Equity Interests in Holdings, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative activities (including being a party to employment contracts of employees of Parent or the Borrower) as the parent of the consolidated group of companies, including the Loan Parties, (iv) the execution and delivery of the Loan Documents to which it is a party, the performance of its obligations thereunder and the activities expressly permitted thereby, (v) incurring Contingent Obligations in the Ordinary Course of Business with respect to operating leases, (vi) entering into customary engagements with investment banks, legal counsel, and other service providers, (vii) as party to customary insurance contracts, (viii) as party to customary contractual obligations and indemnities provided in connection with Acquisitions and other Investments permitted under this Agreement, and (ix) activities incidental to the businesses or activities described in the foregoing clauses (i) through (viii) (which shall expressly include (x) being a party to customary documents in connection with any permitted issuance of Equity Interests or Indebtedness and (y) being a party to joint venture master agreements with respect to joint ventures in place on the Closing Date (but with respect to which Parent owns no Equity Interests and has no material obligations or liabilities)).

Holding Company Status. With respect to Holdings(a) Tattooed Chef shall not own or lease, engage in directly or indirectly, any business activities real property or any personal property, whether intangible or tangible, of any nature, other than (i) direct or indirect ownership of the Equity Interests of the Borrowers and the SubsidiariesBorrowers, (ii) activities incidental Cash and/or Cash Equivalents (and investments relating to the maintenance same) in an aggregate amount at any one time not in excess of its organizational existence (including the ability amount necessary to incur fees, costs pay the taxes and expenses relating of Tattooed Chef, including without limitation, employee salaries and director compensation for employees and directors of Tattooed Chef, compensation related to such maintenance legal, accounting and performance consulting services provided to Tattooed Chef and its Subsidiaries, and to provide administrative services to their respective Subsidiaries of activities relating the type customarily provided by a non-operating holding company to its officersSubsidiaries and (iv) other assets incidental thereto; provided that, directorsin each case with respect to the exceptions listed in clauses (i), managers and employees and those of its Subsidiaries(ii), (iii) and (iv) above, the Lender, shall have a perfected Lien in such property constituting Collateral, subject only to Permitted Liens, in accordance with the terms and conditions contained in the Loan Documents. (b) Tattooed Chef shall not conduct, transact or otherwise engage in any material business or operations other than, in any event, (i) the issuance of Equity Interests as otherwise expressly permitted hereunder, (ii) actions required by Applicable Law, (iii) the payment of taxes and expenses of the Loan Parties including without limitation, employee salaries and director compensation for employees and directors of Tattooed Chef, (iv) the provision of administrative services to its Subsidiaries of the type customarily provided by a non-operating holding company to its subsidiaries, (v) the receipt of Investment proceeds from another Loan Party to the extent such proceeds are used to pay obligations permitted to be incurred and paid by Tattooed Chef, (vi) the performance of its obligations under the Loan Documents and the Second Lien Loan Documents to which it is a party, (iv) the participation in tax, accounting its organizational documents and other administrative matters as a member of a consolidated group of companies including the Loan Parties, (v) the performance of obligations under and compliance with its Organization Document or any applicable Law, (vi) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable, (vii) the consummation of the Transactions, (viii) the making of Investments and Dispositions expressly permitted by this Agreement and the making of Restricted Payments expressly permitted by this Agreement, (ix) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions as and to the extent not prohibited by this Agreement (including in respect of Specified Equity Contributions), (x) purchasing Qualified Capital Stock of the Borrowers, (xi) making capital contributions to the Borrowers, (xii) taking actions in furtherance of and consummating a Qualifying IPO, a Permitted Tax Reorganization or Permitted IPO Reorganization, and fulfilling all initial and ongoing obligations related thereto, (xiii) activities otherwise expressly permitted by this Agreement including the Transactions and (xiv) activities incidental to its existence and any of the businesses or activities described in clauses (i)-(xiii) aboveforegoing.

Holding Company Status. With respect to Holdings, engage in any business activities other than (i) direct or indirect ownership of the Equity Interests of the Borrowers Borrower and the Subsidiaries, (ii) activities incidental to the maintenance of its organizational existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), (iii) performance of its obligations under the Loan Documents and the Second First Lien Loan Documents to which it is a party, (iv) the participation in tax, accounting and other administrative matters as a member of a consolidated group of companies including the Loan Parties, (v) the performance of obligations under and compliance with its Organization Document or any applicable Law, (vi) the incurrence and payment of its operating and business expenses and any taxes Taxes for which it may be liable, (vii) the consummation of the Transactions, (viii) the making of Investments and Dispositions expressly permitted by this Agreement and the making of Restricted Payments expressly permitted by this Agreement, (ix) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions as and to the extent not prohibited by this Agreement (including in respect of Specified Equity Contributions)Agreement, (x) purchasing Qualified Capital Stock of the BorrowersBorrower, (xi) making capital contributions to the BorrowersBorrower, (xii) taking actions in furtherance of and consummating a Qualifying IPO, a Permitted Tax Reorganization or Permitted IPO Reorganization, and fulfilling all initial and ongoing obligations related thereto, (xiii) activities otherwise expressly permitted by this Agreement including the Transactions and (xiv) activities incidental to the businesses or activities described in clauses (i)-(xiii) above.

Holding Company Status. With respect to Holdings, engage in any business activities other than (i) direct or indirect ownership of the Equity Interests of the Borrowers and the Subsidiaries, (ii) activities incidental to the maintenance of its organizational existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), (iii) performance of its obligations under the Loan Documents and the Second First Lien Loan Documents to which it is a party, (iv) the participation in tax, accounting and other administrative matters as a member of a consolidated group of companies including the Loan Parties, (v) the performance of obligations under and compliance with its Organization Document or any applicable Law, (vi) the incurrence and payment of its operating and business expenses and any taxes for which it may be liable, (vii) the consummation of the Transactions, (viii) the making of Investments and Dispositions expressly permitted by this Agreement and the making of Restricted Payments expressly permitted by this Agreement, (ix) the issuance, sale or repurchase of its Equity Interests and the receipt of capital contributions as and to the extent not prohibited by this Agreement (including in respect of Specified Equity ContributionsContributions (as defined in the First Lien Credit Agreement)), (x) purchasing Qualified Capital Stock of the Borrowers, (xi) making capital contributions to the Borrowers, (xii) taking actions in furtherance of and consummating a Qualifying IPO, a Permitted Tax Reorganization or Permitted IPO Reorganization, and fulfilling all initial and ongoing obligations related thereto, (xiii) activities otherwise expressly permitted by this Agreement including the Transactions and (xiv) activities incidental to the businesses or activities described in clauses (i)-(xiii) above.