Common use of Holdings Covenant Clause in Contracts

Holdings Covenant. Holdings may not: (a) consolidate or merge with or into another Person; or (b) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets taken as a whole, in one or more related transactions, to another Person, unless (i) with respect to any merger or consolidation with another Person, Holdings shall be the continuing or surviving Person or (ii) with respect to any merger or consolidation with another Person, if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings, or is a Person into which Holdings has been liquidated (any such Person, the “Successor Holdings”), (A) the Successor Holdings shall be an entity organized or existing under the laws of the United States of America, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Agent, and (C) the Agent shall have received at least two (2) days prior to the date of such merger, amalgamation or consolidation (to the extent reasonably requested in writing by the Agent at least ten days prior to such date (or such lesser period of time equal to the amount of notice the Par Borrower has provided the Agent of such transaction) all documentation and other information about Successor Holdings required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation that has been reasonably requested by the Agent; provided, further, that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement.

Holdings Covenant. Holdings may not: : (a) consolidate or merge with or into another Person; or or (b) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets taken as a whole, in one or more related transactions, to another Person, unless unless (i) with respect to any merger or consolidation with another Person, Holdings shall be the continuing or surviving Person or or (ii) with respect to any merger or consolidation with another Person, if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings, or is a Person into which Holdings has been liquidated (any such Person, the “Successor Holdings”), , (A) the Successor Holdings shall be an entity organized or existing under the laws of the United States of America, any state thereof, the District of Columbia or any territory thereof, , (B) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Agent, and and (C) the Agent shall have received at least two (2) days prior to the date of such merger, amalgamation or consolidation (to the extent reasonably requested in writing by the Agent at least ten days prior to such date (or such lesser period of time equal to the amount of notice the Par Borrower has provided the Agent of such transaction) all documentation and other information about Successor Holdings required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation that has been reasonably requested by the Agent; provided, further, that if the foregoing are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement.