Holdings Covenants. (a) Holdings shall not own or acquire any assets (other than Equity Interests of the Lead Borrower, cash and Cash Equivalents) or engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Lead Borrower and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, provided that Holdings may change its form of organization, so long as (A) it is organized under the laws of the United States of America, any State thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such change, (iii) activities required to comply with applicable Laws, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 and the making of Restricted Payments, (vi) to the extent not otherwise covered by the other clauses of this Section 7.11, any of the activities of Holdings referred to in Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and any Subordinated Debt Documents, (x) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company and (xi) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities. (b) Holdings shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), (ii) Subordinated Debt or unsecured Guarantee Obligation in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 at any time outstanding and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities. (c) Holdings shall not create, incur, assume or permit to exist any Lien (other than Liens permitted by Sections 7.01(c), (d), (e), (f) and (h)) on any of the Equity Interests issued by the Lead Borrower to Holdings.
Appears in 4 contracts
Samples: Credit Agreement (Acelity L.P. Inc.), Credit Agreement (Acelity L.P. Inc.), Credit Agreement (Kinetic Concepts Inc)
Holdings Covenants. (a) Holdings shall not own or acquire any assets (other than Equity Interests of the Lead Borrower, cash and Cash Equivalents) or engage in any business or activity other than (i) the ownership of all the outstanding any Equity Interests of the Lead Borrower and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, provided that (x) Holdings may change its form of organization, so long as (A) it is organized under the laws of the United States of America, any State state thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such changechange and (y) Holdings may merge or amalgamate with any other Person if Holdings is the continuing or surviving corporation or if the Person formed by or surviving any such merger or consolidation is not Holdings (any such Person, the “Successor Holding Company”), (A) no Event of Default shall exist or result therefrom, (B) the Successor Holding Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (C) the Successor Holding Company 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 Administrative Agent, (D) the Collateral owned by or transferred to the Successor Holding Company (including the voting Equity Interests of the Borrower) shall (1) continue to constitute Collateral under the Collateral Documents, (2) be subject to the Lien in favor of the Administrative Agent for the benefit of the Secured Parties, and (3) not be subject to any Lien other than Permitted Liens, in each case except as otherwise permitted by the Loan Documents, the property and assets of the Person which is merged or consolidated with or into the Successor Holding Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Holding Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in the Collateral Documents and (E) the Successor Holding Company shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements; provided further, that if the foregoing are satisfied, the Successor Holding Company will succeed to, and be substituted for, Holdings under this Agreement (including for purposes of the definition of a Change of Control), (iii) activities required to comply with applicable Laws, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 and Payments, the making of Restricted PaymentsPayments and other transactions between Holdings and the Borrower permitted under Article 7, (vi) to the extent not otherwise covered by the other clauses of this Section 7.117.07, any of the activities of Holdings referred to in Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (Documents or any Permitted Refinancing thereof), the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and any Subordinated Debt Documentsagreements governing other Indebtedness of Holdings not prohibited hereunder, (x) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company company, (xi) the purchase of Indebtedness, (xii) activities incidental to the consummation of the Transactions, including the formation of acquisition vehicle entities and intercompany loans and/or investments incidental to the Transactions, in each case consummated substantially contemporaneously with the consummated of the applicable Transactions, (xiii) providing indemnification to officers and directors and as otherwise permitted under Article 7 and (xixiv) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities.
(b) Holdings shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Unsecured Notes, the Senior Secured Notes Indenture (Notes, or any Permitted Refinancing thereof) guarantees of other Indebtedness of the Borrower and the Senior Unsecured Notes Indenture Subsidiary Guarantors that is not prohibited hereunder (or any Permitted Refinancing thereof), (ii) Subordinated Qualified Holding Company Debt or unsecured Guarantee Obligation in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 at any time outstanding and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activitiesactivities (including the guarantee of obligations the Borrower and/or its Restricted Subsidiaries in the ordinary course).
(c) Holdings shall not create, incur, incur or assume or permit to exist any Lien (other than Liens under the Loan Documents or non-consensual Liens of the type permitted by Sections 7.01(c), (d), (e), (f) and (h)under Section 7.01 of the Credit Agreement) on any of the Equity Interests issued by the Lead Borrower to Holdings except to the extent such Lien secures Holdings’ guarantee of Indebtedness of the Borrower or a Subsidiary Guarantor permitted by Section 7.03 and is subject to the provisions of an Acceptable Intercreditor Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)
Holdings Covenants. (a) Holdings shall not own or acquire any assets (other than Equity Interests of the Lead Borrower, cash and Cash Equivalents) or engage in any business or activity other than (i) the ownership of all the outstanding any Equity Interests of the Lead Borrower and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, provided that (x) Holdings may change its form of organization, so long as (A) it is organized under the laws of the United States of America, any State state thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such changechange and (y) Holdings may merge or amalgamate with any other Person if Holdings is the continuing or surviving corporation or if the Person formed by or surviving any such merger or consolidation is not Holdings (any such Person, the “Successor Holding Company”), (iiiA) activities required to comply with applicable Lawsno Event of Default shall exist or result therefrom, (ivB) maintenance and administration the Successor Holding Company shall be an entity organized or existing under the Laws of stock option and stock ownership plans and activities incidental theretothe United States, any state thereof, the District of Columbia or any territory thereof, (vC) the receipt Successor Holding Company shall expressly assume all the obligations of Restricted Payments 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 extent permitted by Section 7.06 and the making of Restricted PaymentsAdministrative Agent, (viD) the Collateral owned by or transferred to the extent not otherwise covered by Successor Holding Company (including the other clauses of this Section 7.11, any of the activities of Holdings referred to in Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any voting Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, Borrower) shall (viii1) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services continue to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations constitute Collateral under the Loan Documents, the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and any Subordinated Debt Collateral Documents, (x2) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company and (xi) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities.
(b) Holdings shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), (ii) Subordinated Debt or unsecured Guarantee Obligation in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 at any time outstanding and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities.
(c) Holdings shall not create, incur, assume or permit to exist any Lien (other than Liens permitted by Sections 7.01(c), (d), (e), (f) and (h)) on any of the Equity Interests issued by the Lead Borrower to Holdings.162
Appears in 2 contracts
Samples: Credit Agreement (Dun & Bradstreet Holdings, Inc.), Credit Agreement (Dun & Bradstreet Holdings, Inc.)
Holdings Covenants. (a) Holdings shall not own or acquire any assets (other than Equity Interests of the Lead BorrowerBorrowers, cash and Cash Equivalents) or engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Lead Borrower Borrowers and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, provided that Holdings may change its form of organization, so long as (A) it is organized under the laws of the United States of America, any State thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such change, (iii) activities required to comply with applicable Laws, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 and the making of Restricted Payments, (vi) to the extent not otherwise covered by the other clauses of this Section 7.11, any of the activities of Holdings referred to in Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (Term Facility Documents or any credit agreement, indenture or other agreement in respect of a Permitted Refinancing thereofin respect of any Indebtedness permitted under Section 7.03(b), the Senior Secured Notes Indenture (Section 7.03(t) or any Permitted Refinancing thereofSection 7.03(x) and any Subordinated Debt Documents, (x) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company and (xi) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities.
(b) Holdings shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) Documents and the Senior Unsecured Notes Indenture Term Facility Documents (or any Permitted Refinancing thereof), (ii) Subordinated Debt or unsecured Guarantee Obligation Obligations in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness not constituting Subordinated Indebtedness in an aggregate principal amount not exceeding $150,000,000 25,000,000 at any time outstanding and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities.
(c) Holdings shall not create, incur, assume or permit to exist any Lien (other than Liens permitted by Sections 7.01(c), (d), (e), (f) and (h)) on any of the Equity Interests issued by the Lead Borrower to HoldingsBorrowers.
Appears in 2 contracts
Samples: Abl Credit Agreement (Cole Haan, Inc.), Abl Credit Agreement (Cole Haan, Inc.)
Holdings Covenants. (a) Holdings shall not own or acquire any assets (other than Equity Interests of the Lead Borrower, cash and Cash Equivalents) or engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Lead Borrower and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, provided that Holdings may change its form of organization, so long as (A) it is organized under the laws of the United States of America, any State thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such change, (iii) activities required to comply with applicable Laws, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 and the making of Restricted Payments, (vi) to the extent not otherwise covered by the other clauses of this Section 7.11, any of the activities of Holdings referred to in Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and any Subordinated Debt Documents, (x) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company and (xi) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities.
(b) Holdings shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) Documents and the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), (ii) Subordinated Debt or unsecured Guarantee Obligation in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 50,000,000 at any time outstanding and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities.
(c) Holdings shall not create, incur, assume or permit to exist any Lien (other than Liens permitted by Sections 7.01(c), (d), (e), (f) and (h)) on any of the Equity Interests issued by the Lead Borrower to Holdings.
Appears in 2 contracts
Samples: Credit Agreement (Epicor International Holdings, Inc.), Credit Agreement (Epicor Software Corp)
Holdings Covenants. (a) Holdings shall not own or acquire any material assets (other than Equity Interests of the Lead Borrower, cash and Cash Equivalents) or engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Lead Borrower and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, provided that (x) Holdings may change its form of organization, so long as (A) it is organized under the laws of the United States of America, any State state thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such changechange and (y) Holdings may merge or amalgamate with any other Person if Holdings is the continuing or surviving corporation or if the Person formed by or surviving any such merger or consolidation is not Holdings (any such Person, the “Successor Holding Company”), (A) the Successor Holding Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company 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 Administrative Agent, (C) the Successor Holding Company shall cause such amendments, supplements or other instruments to be executed, delivered, filed and recorded (and deliver a copy of same to the Administrative Agent and Collateral Agent) in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Collateral Documents on the Collateral owned by or transferred to the Successor Holding Company, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the UCC of the relevant states, (D) the Collateral owned by or transferred to the Successor Holding Company (including the Equity Interests of the Borrower) shall (1) continue to constitute Collateral under the Collateral Documents, (2) be subject to the Lien in favor of the Collateral Agent for the benefit of the Secured Parties, and (3) not be subject to any Lien other than Permitted Liens, in each case except as otherwise permitted by the Loan Documents, the property and assets of the Person which is merged or consolidated with or into the Successor Holding Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Holding Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in the Collateral Documents and (E) to the extent reasonably requested by the Administrative Agent or a Lender, the Administrative Agent or such Lender shall have received at least three (3) Business Days prior to the consummation of such transaction all documentation and other information in respect of the Successor Holding Company required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation; provided further, that if the foregoing are satisfied, the Successor Holding Company will succeed to, and be substituted for, Holdings under this Agreement (including for purposes of the definition of a Change of Control), (iii) activities required to comply with applicable Laws, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 and the making of Restricted Payments, (vi) to the extent not otherwise covered by the other clauses of this Section 7.117.10, any of the activities of Holdings referred to in Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (Documents or any credit agreement, indenture or other agreement in respect of a Permitted Refinancing thereof), the Senior Secured Notes Indenture (or in respect of any Permitted Refinancing thereof) and any Subordinated Junior Debt Documents, (x) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company company, (xi) activities incidental to the consummation of the Transactions, including the formation of acquisition vehicle entities and intercompany loans and/or investments incidental to the Transactions, in each case consummated substantially contemporaneously with the consummated of the applicable Transactions and (xixii) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities.
(ba) Holdings shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and the Senior Unsecured Notes Indenture Documents (or any Permitted Refinancing thereof), (ii) the Guarantee of Indebtedness of the Borrower and/or its Restricted Subsidiaries incurred in accordance with Section 7.03, (iii) Subordinated Debt or unsecured Guarantee Obligation in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated to the Loan Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 at any time outstanding Loan Obligations and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activitiesactivities (including the guarantee of obligations of the Borrower and/or its Restricted Subsidiaries in the ordinary course).
(cb) Holdings shall not create, incur, assume or permit to exist any Lien (other than Liens permitted by Sections 7.01(c), (d), (e), (f) and (h)) on any of the Equity Interests issued by the Lead Borrower to HoldingsHoldings except to the extent such Lien secures Indebtedness permitted by Section 7.03 and is subject to the provisions of an Acceptable Intercreditor Agreement.
Appears in 2 contracts
Samples: Credit Agreement (KORE Group Holdings, Inc.), Credit Agreement (King Pubco, Inc.)
Holdings Covenants. (a) Holdings shall will not own or acquire any assets (other than Equity Interests of the Lead Borrower, cash and Cash EquivalentsPermitted Investments) or engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Lead Borrower and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, provided that Holdings may change its form of organization, so long as (A) it is organized under the laws of the United States of America, any State thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such change, (iii) activities required to comply with applicable Lawslaw, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 6.08 and the making of Restricted Payments, (vi) to the extent not otherwise covered by the other clauses of this Section 7.116.15, any of the activities of Holdings referred to in Section 7.066.08, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), the Senior Secured Notes Indenture Note Documents (or any Permitted Refinancing thereof) and any Subordinated Debt Documents, (x) in connection with, and following the completion of, a Qualifying an IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company and (xi) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities.
(b) Holdings shall will not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) Documents and the Senior Unsecured Notes Indenture Note Documents (or any Permitted Refinancing thereof), (ii) Subordinated Debt or unsecured Guarantee Obligation in respect Guarantees of any Subordinated Debt, provided that such Guarantee Obligations Guarantees shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed Guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 5,000,000 at any time outstanding and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities.
(c) Holdings shall will not create, incur, assume or permit to exist any Lien (other than Liens permitted by Sections 7.01(c), (d), (e), (f) and (h)Permitted Encumbrances) on any of the Equity Interests issued by the Lead Borrower to Holdings.
Appears in 2 contracts
Samples: Credit Agreement (Burger King Holdings Inc), Credit Agreement (Burger King Holdings Inc)
Holdings Covenants. (ai) Holdings shall not own or acquire any assets (other than Equity Interests of the Lead Borrower, cash and Cash Equivalents) or engage in any business or activity other than (i) the ownership of all the outstanding any Equity Interests of the Lead Borrower and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, provided that (x) Holdings may change its form of organization, so long as (A) it is organized under the laws of the United States of America, any State state thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such changechange and (y) Holdings may merge or amalgamate with any other Person if Holdings is the continuing or surviving corporation or if the Person formed by or surviving any such merger or consolidation is not Holdings (any such Person, the “Successor Holding Company”), (A) no Event of Default shall exist or result therefrom, (B) the Successor Holding Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (C) the Successor Holding Company 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 Administrative Agent, (D) the Collateral owned by or transferred to the Successor Holding Company (including the voting Equity Interests of the Borrower) shall (1) continue to constitute Collateral under the Collateral Documents, (2) be subject to the Lien in favor of the Administrative Agent for the benefit of the Secured Parties, and (3) not be subject to any Lien other than Permitted Liens, in each case except as otherwise permitted by the Loan Documents, the property and assets of the Person which is merged or consolidated with or into the Successor Holding Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Holding Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in the Collateral Documents and (E) the Successor Holding Company shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements; provided further, that if the foregoing are satisfied, the Successor Holding Company will succeed to, and be substituted for, Holdings under this Agreement (including for purposes of the definition of a Change of Control), (iii) activities required to comply with applicable Laws, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 and Payments, the making of Restricted PaymentsPayments and other transactions between Holdings and the Borrower permitted under Article 7, (vi) to the extent not otherwise covered by the other clauses of this Section 7.11Section 7.07, any of the activities of Holdings referred to in Section Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (Documents or any Permitted Refinancing thereof), the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and any Subordinated Debt Documentsagreements governing other Indebtedness of Holdings not prohibited hereunder, (x) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company company, (xi) the purchase of Indebtedness, (xii) activities incidental to the consummation of the Transactions, including the formation of acquisition vehicle entities and intercompany loans and/or investments incidental to the Transactions, in each case consummated substantially contemporaneously with the consummated of the applicable Transactions, (xiii) providing indemnification to officers and directors and as otherwise permitted under Article 7 and (xixiv) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities.
(bii) Holdings shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Unsecured Notes, the Senior Secured Notes Indenture (Notes, or any Permitted Refinancing thereof) guarantees of other Indebtedness of the Borrower and the Senior Unsecured Notes Indenture Subsidiary Guarantors that is not prohibited hereunder (or any Permitted Refinancing thereof), (ii) Subordinated Qualified Holding Company Debt or unsecured Guarantee Obligation in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 at any time outstanding and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activitiesactivities (including the guarantee of obligations the Borrower and/or its Restricted Subsidiaries in the ordinary course).
(ciii) Holdings shall not create, incur, incur or assume or permit to exist any Lien (other than Liens under the Loan Documents or non-consensual Liens of the type permitted by Sections 7.01(c), (d), (e), (f) and (h)under Section 7.01 of the Credit Agreement) on any of the Equity Interests issued by the Lead Borrower to Holdings except to the extent such Lien secures Holdings’ guarantee of Indebtedness of the Borrower or a Subsidiary Guarantor permitted by Section 7.03 and is subject to the provisions of an Acceptable Intercreditor Agreement.
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Holdings Covenants. (a) Holdings shall not own (i) conduct, transact or acquire any assets (other than Equity Interests of the Lead Borrowerotherwise engage in, cash and Cash Equivalents) or commit to conduct, transact or otherwise engage in in, any business or activity operations other than (iu) the those incidental to its ownership of all the outstanding Equity Interests Capital Stock of the Lead Borrower and activities incidental theretoBorrower, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, provided that Holdings may change its form of organization, so long as (A) it is organized under the laws of the United States of AmericaMerger Sub, any State thereof Finance Company, any Subsidiary of Holdings or entity created or acquired in connection with a Holdings Permitted Acquisition and any Subsidiary of Holdings created to perform Shared Services and, if the District of Columbia and (B) its Guarantee of Dex Media Acquisition Effective Date occurs, the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such change, (iii) activities required to comply with applicable Laws, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental theretoTarget, (v) the receipt issuance or sale of Restricted Payments its common stock or Non-Cash Pay Preferred Stock, (w) the incurrence of Non-Cash Pay Holdings Debt or, to the extent permitted by Section 7.06 below, Permitted Holdings Debt, (x) the ownership of Shared Services Assets and Operations and the making provision of Restricted PaymentsShared Services, (viy) those incidental to the extent not otherwise covered by Preferred Stock and the other clauses of this Section 7.11, any of the activities of Holdings referred to in Section 7.06, redemption thereof and (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viiiz) the obtainment of, and the payment performance of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan DocumentsDex Media Acquisition Documentation, including without limitation the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), consummation of the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and any Subordinated Debt Documents, (x) in connection withDex Media Acquisition, and following the completion oftransactions contemplated thereby, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company and (xi) in each case above including activities incidental to legalthereto; (ii) incur, tax and accounting matters in connection with any of the foregoing activities.
(b) Holdings shall not create, incur, assume or permit suffer to exist any Indebtedness or other liabilities except or financial obligations other than (iu) Indebtedness created under the Loan Documents, the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), (ii) Subordinated Debt or unsecured Guarantee Obligation in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 at any time outstanding and (iv) liabilities nonconsensual obligations imposed by law, including tax liabilities, operation of law and other liabilities incidental to the maintenance of its existence and permitted or incurred in the ordinary course of business and other permitted activities.
, (cv) pursuant to the Loan Documents to which it is a party and Guarantee Obligations in respect of (A) the Notes and (B) any obligations of any Finance Company prior to the assumption of such obligations by Holdings shall not (whether by operation of law or otherwise), (w) ordinary course trade payables, employee compensation liabilities (including, without limitation, loans and advances to employees of Holdings in the ordinary course of business) and other liabilities incurred in the ordinary course in connection with the provision of Shared Services, (x) obligations with respect to its Capital Stock, Non-Cash Pay Holdings Debt and, to the extent permitted hereby, Permitted Holdings Debt, (y) Indebtedness assumed by Holdings in connection with a Holdings Permitted Acquisition and (z) Hedge Agreements entered into in the ordinary course of business; (iii) own, lease, manage or otherwise operate any properties or assets other than assets constituting Shared Services Assets and Operations, cash and Permitted Investments and Investments in the Borrower, Merger Sub, any Finance Company, any Subsidiary of Holdings or entity created or acquired in connection with a Holdings Permitted Acquisition, any Subsidiary of Holdings created to perform Shared Services and, if the Dex Media Acquisition Effective Date occurs, the Target, and the ownership of shares of Capital Stock of the Borrower, Merger Sub, any Finance Company, any Subsidiary of Holdings or entity created or acquired in connection with a Holdings Permitted Acquisition and any Subsidiary of Holdings created to perform Shared Services and, if the Dex Media Acquisition is consummated, the Target; or (iv) create, incur, assume or permit to exist any Lien (on any property or assets now owned or hereafter acquired by it other than Liens permitted Holdings Permitted Encumbrances. Holdings shall not in any event incur or permit to exist any Indebtedness for borrowed money other than (i) Non-Cash Pay Holdings Debt, (ii) Permitted Holdings Debt and (iii) the Guarantee Obligations referred to in clause (a)(ii)(v)(B) above; provided, however, that in the case of Permitted Holdings Debt, other than Initial Base PHD, the PHD Issuance Conditions are satisfied at the time of any such issuance of Permitted Holdings Debt.
(b) Holdings will ensure that any Shared Services Payments made by Sections 7.01(cthe Borrower or its Subsidiaries to Holdings (or a Subsidiary of Holdings formed for such purpose) represent only reimbursement for cash expenses actually incurred by Holdings (or such Subsidiary) (including accrued costs payable in cash by Holdings (or such Subsidiary) within the 30-day period after its receipt of a Shared Services Payment) that are directly attributable to the provision of Shared Services to the Borrower and its Subsidiaries or, if not directly attributable to such Shared Services, are not directly attributable to Shared Services provided to any other Persons and represent a fair and equitable allocation of such out-of-pocket expenses that are not so directly attributable among the Borrower and the Subsidiaries, on the one hand, and all other Persons, on the other hand, to which Holdings (or a Subsidiary of Holdings formed for such purpose) provides Shared Services. Shared Services Payments will not in any event include payments in respect of trade payables incurred in connection with the conduct of the Permitted Business of the Borrower and its Subsidiaries (including, for example, payables relating to printing costs, distribution costs, and costs of inventory, paper and other raw materials), which shall be incurred and paid directly by the Borrower and its Subsidiaries (d)it being understood, however, that trade payables of Holdings (e), or a Subsidiary of Holdings formed for such purpose) incurred in the ordinary course relating to assets included in the Shared Services Assets and Operations or the provision of Shared Services may be incurred by Holdings (for such Subsidiary) and reimbursed as Shared Services Payments in accordance herewith). Holdings (h)or a Subsidiary of Holdings formed for such purpose) will invoice the Borrower and its Subsidiaries for Shared Services Payments on any a periodic basis, not less frequently than quarterly. Holdings (or a Subsidiary of Holdings formed for such purpose) will from time to time provide the Equity Interests issued by Administrative Agent with such analyses and other information regarding Shared Services Payments, including with respect to attributions and allocations of costs and expenses to the Lead Borrower to Holdingsand its Subsidiaries, as the Administrative Agent may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Donnelley R H Inc)
Holdings Covenants. (a) Holdings shall not own conduct, transact or acquire any assets (other than Equity Interests of the Lead Borrower, cash and Cash Equivalents) or otherwise engage in any business or activity operations other than (i) the ownership and/or acquisition of all the outstanding Equity Interests (other than Disqualified Equity Interests) of the Lead Borrower and activities incidental theretoBorrower, (ii) the maintenance of its corporate existence legal existence, (iii) to the extent applicable, participating in tax, accounting and activities incidental thereto, including general and corporate overhead, provided that Holdings may change its form of organization, so long other administrative matters as (A) it is organized under the laws a member of the United States consolidated group of America, any State thereof or the District of Columbia and (B) its Guarantee of the Obligations Holdings and the Lien on or security interest Borrower, (iv) the performance of its obligations under and in any Collateral held by it under connection with the Loan Documents shall remain and any documents relating to other Indebtedness permitted under Section 7.03, (v) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by Article VII, including the costs, fees and expenses related thereto, (vi) any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under this Article VII, including (a) making any dividend or distribution or other transaction similar to a Restricted Payment not prohibited by Section 7.07 (or the making of a loan to its Parent Entities in effect lieu of any such permitted Restricted Payment or distribution or other transaction similar to a Restricted Payment) or holding any cash received in connection with Restricted Payments made by the Borrower in accordance with Section 7.07 pending application thereof by Holdings in the manner contemplated by Section 7.07 (including the redemption in whole or in part of any of its Equity Interests (other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests)), (b) making any Investment to the same extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower or any other Restricted Subsidiaries and/or proceeds of the issuance of, or contribution in respect of the, Equity Interests (other than Disqualified Equity Interests) of Holdings and (2) any property (including Equity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.04, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary and (c) the (x) provision of guarantees in the ordinary course of business in respect of obligations of the Borrower or any Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; provided that, for the avoidance of doubt, that such guarantees shall not be in respect of debt for borrowed money, (y) incurrence of guarantees in respect of Indebtedness permitted to be incurred by the Borrower or any Restricted Subsidiaries hereunder and (z) granting of Liens to the extent the guarantees in respect of Indebtedness contemplated by subclause (y) is permitted to be secured under Section 7.01, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying Taxes, (viii) providing indemnification to officers and directors and as immediately prior otherwise permitted in Article VII, (ix) activities incidental to the consummation of the Transactions, (x) organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower or any other Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or investments incidental to such changePermitted Acquisitions or similar Investments in each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or similar Investments; provided that in no event shall any such activities include the incurrence of a Lien on any of the assets of Holdings, (iiixi) the making of any loan to any officers or directors contemplated by Section 7.02, the making of any Investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.02, a Restricted Subsidiary, (xii) activities required to comply with applicable Laws, (ivxiii) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 and the making of Restricted Payments, (vi) to the extent not otherwise covered by the other clauses of this Section 7.11, any of the activities of Holdings referred to in Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viiixiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and any Subordinated Debt Documents, (x) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company and (xi) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities.
(b) Holdings shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), (ii) Subordinated Debt or unsecured Guarantee Obligation in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 at any time outstanding and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities.
(c) Holdings shall not create, incur, assume or permit to exist any Lien (other than Liens permitted by Sections 7.01(c), (d), (e), (f) and (h)) on any of the Equity Interests issued by the Lead Borrower to Holdings.services
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Holdings Covenants. (a) Holdings shall will not own or acquire any assets (other than Equity Interests of the Lead Borrower, cash and Cash EquivalentsPermitted Investments) or engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Lead Borrower and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, provided that Holdings may change its form of organization, so long as (A) it is organized under the laws of the United States of America, any State thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such change, (iii) activities required to comply with applicable Lawslaw, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 6.07 and the making of Restricted Payments, (vi) to the extent not otherwise covered by the other clauses of this Section 7.116.13, any of the activities of Holdings referred to in Section 7.066.07, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), the Senior Secured Notes Indenture Note Documents (or any Permitted Refinancing thereof) and any Subordinated Debt Documents, (x) in connection with, and following the completion of, a Qualifying an IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company and (xi) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities.
(b) Holdings shall will not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) Documents and the Senior Unsecured Notes Indenture Note Documents (or any Permitted Refinancing thereof), (ii) Subordinated Debt or unsecured Guarantee Obligation in respect Guarantees of any Subordinated Debt, provided that such Guarantee Obligations Guarantees shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed Guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 5,000,000 at any time outstanding and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities.
(c) Holdings shall will not create, incur, assume or permit to exist any Lien (other than Liens permitted by Sections 7.01(c), (d), (e), (f) and (h)Permitted Encumbrances) on any of the Equity Interests issued by the Lead Borrower to Holdings.
Appears in 1 contract
Holdings Covenants. (a) Holdings shall not own conduct, transact or acquire any assets (other than Equity Interests of the Lead Borrower, cash and Cash Equivalents) or otherwise engage in any business or activity operations other than (i) the ownership and/or acquisition of all the outstanding Equity Interests (other than Disqualified Equity Interests) of the Lead Borrower and activities incidental theretoBorrower, (ii) the maintenance of its corporate existence and activities incidental theretolegal existence, including general the ability to incur fees, costs and corporate overheadexpenses relating to such maintenance, provided that Holdings may change its form of organization(iii) to the extent applicable, so long participating in tax, accounting and other administrative matters as (A) it is organized under the laws a member of the United States consolidated group of America, any State thereof or the District of Columbia and (B) its Guarantee of the Obligations Holdings and the Lien on or security interest Borrower, (iv) the performance of its obligations under and in any Collateral held by it under connection with the Loan Documents shall remain and any documents relating to other Indebtedness permitted under Section 7.03, (v) any transaction between Holdings and the Borrower or any Subsidiary permitted under this Article 7, (vi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying Taxes, (vii) providing indemnification to officers and directors and as otherwise permitted in effect Section 7, (viii) activities incidental to the same extent as immediately prior to such changeconsummation of the Transactions, (iiiix) the making of any loan to any officers or directors contemplated by Section 7.02, the making of any Investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.02, a Subsidiary, (x) activities required to comply with applicable Laws, (ivxi) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 and the making of Restricted Payments, (vi) to the extent not otherwise covered by the other clauses of this Section 7.11, any of the activities of Holdings referred to in Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viiixii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and any Subordinated Debt Documents, (x) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company and (xixiii) activities incidental to legal, tax and accounting matters the businesses or activities described in connection with any of the foregoing activities.
(b) Holdings shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except clauses (i) Indebtedness created under the Loan Documents, the Senior Secured Notes Indenture to (or any Permitted Refinancing thereofxiii) and the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), (ii) Subordinated Debt or unsecured Guarantee Obligation in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 at any time outstanding and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activitiesthis Section 7.10.
(c) Holdings shall not create, incur, assume or permit to exist any Lien (other than Liens permitted by Sections 7.01(c), (d), (e), (f) and (h)) on any of the Equity Interests issued by the Lead Borrower to Holdings.
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Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement
Holdings Covenants. (a) Holdings shall not own or acquire any assets (other than Equity Interests of the Lead Borrower, cash and Cash Equivalents) or engage in any business or activity other than (i) the ownership of all the outstanding any Equity Interests of the Lead Borrower and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, provided that (x) Holdings may change its form of organization, so long as (A) it is organized under the laws of the United States of America, any State state thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such changechange and (y) Holdings may merge or amalgamate with any other Person if Holdings is the continuing or surviving corporation or if the Person formed by or surviving any such merger or consolidation is not Holdings (any such Person, the “Successor Holding Company”), (A) no Event of Default shall exist or result therefrom, (B) the Successor Holding Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (C) the Successor Holding Company 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 Administrative Agent, (D) the Collateral owned by or transferred to the Successor Holding Company (including the voting Equity Interests of the Borrower) shall (1) continue to constitute Collateral under the Collateral Documents, (2) be subject to the Lien in favor of the Administrative Agent for the benefit of the Secured Parties, and (3) not be subject to any Lien other than Permitted Liens, in each case except as otherwise permitted by the Loan Documents, the property and assets of the Person which is merged or consolidated with or into the Successor Holding Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Holding Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in the Collateral Documents and (E) the Successor Holding Company shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements; provided further, that if the foregoing are satisfied, the Successor Holding Company will succeed to, and be substituted for, Holdings under this Agreement (including for purposes of the definition of a Change of Control), (iii) activities required to comply with applicable Laws, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 and Payments, the making of Restricted PaymentsPayments and other transactions between Holdings and the Borrower permitted under Article 7, (vi) to the extent not otherwise covered by the other clauses of this Section 7.11Section 7.07, any of the activities of Holdings referred to in Section Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (Documents or any Permitted Refinancing thereof), the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and any Subordinated Debt Documentsagreements governing other Indebtedness of Holdings not prohibited hereunder, (x) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company company, (xi) the purchase of Indebtedness, (xii) activities incidental to the consummation of the Transactions, including the formation of acquisition vehicle entities and intercompany loans and/or investments incidental to the Transactions, in each case consummated substantially contemporaneously with the consummated of the applicable Transactions, (xiii) providing indemnification to officers and directors and as otherwise permitted under Article 7 and (xixiv) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities.
(b) Holdings shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Unsecured Notes, the Senior Secured Notes Indenture (Notes, or any Permitted Refinancing thereof) guarantees of other Indebtedness of the Borrower and the Senior Unsecured Notes Indenture Subsidiary Guarantors that is not prohibited hereunder (or any Permitted Refinancing thereof), (ii) Subordinated Qualified Holding Company Debt or unsecured Guarantee Obligation in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 at any time outstanding and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activitiesactivities (including the guarantee of obligations the Borrower and/or its Restricted Subsidiaries in the ordinary course).
(c) Holdings shall not create, incur, incur or assume or permit to exist any Lien (other than Liens under the Loan Documents or non-consensual Liens of the type permitted by Sections 7.01(c), (d), (e), (f) and (h)under Section 7.01 of the Credit Agreement) on any of the Equity Interests issued by the Lead Borrower to Holdings except to the extent such Lien secures Holdings’ guarantee of Indebtedness of the Borrower or a Subsidiary Guarantor permitted by Section 7.03 and is subject to the provisions of an Acceptable Intercreditor Agreement.
Appears in 1 contract
Holdings Covenants. (a) Holdings shall not own conduct, transact or acquire any assets (other than Equity Interests of the Lead Borrower, cash and Cash Equivalents) or otherwise engage in any business or activity operations other than (i) the ownership and/or acquisition of all the outstanding Equity Interests (other than Disqualified Equity Interests) of the Lead Borrower and activities incidental theretoof Duck Creek Technologies Limited and another other Equity Interests (other than Disqualified Equity Interests) to the extent such Equity Interests are pledged in compliance with the Collateral and Guarantee Requirement , (ii) the maintenance of its corporate legal existence and activities incidental theretoor, with respect to a Cayman Islands exempted limited partnership, registration, including general the ability to incur fees, costs and corporate overheadexpenses relating to such maintenance, provided that Holdings may change its form of organization(iii) to the extent applicable, so long participating in tax, accounting and other administrative matters as (A) it is organized under the laws a member of the United States consolidated group of America, any State thereof or the District of Columbia and (B) its Guarantee of the Obligations Holdings and the Lien on or security interest Borrower, (iv) the performance of its obligations under and in any Collateral held by it under connection with the Loan Documents shall remain and any documents relating to other Indebtedness permitted under Section 7.03, (v) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by Section 7, including the costs, fees and expenses related thereto, (vi) any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under this Section 7, including (a) making any dividend or distribution or other transaction similar to a Restricted Payment not prohibited by Section 7.07 (or the making of a loan to its Parent Entities in effect lieu of any such permitted Restricted Payment or distribution or other transaction similar to a Restricted Payment) or holding any cash received in connection with Restricted Payments made by the Borrower in accordance with Section 7.07 pending application thereof by Holdings in the manner contemplated by Section 7.07 (including the redemption in whole or in part of any of its Equity Interests (other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests)), (b) making any Investment to the same extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower or any other Restricted Subsidiaries and/or proceeds of the issuance of, or contribution in respect of the, Equity Interests (other than Disqualified Equity Interests) of Holdings and (2) any property (including Equity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.04, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Restricted Subsidiary and (c) the (x) provision of guarantees in the ordinary course of business in respect of obligations of the Borrower or any Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; provided, for the avoidance of doubt, that such guarantees shall not be in respect of debt for borrowed money, (y) incurrence of guarantees in respect of Indebtedness permitted to be incurred by the Borrower or any Restricted Subsidiaries hereunder and (z) granting of Liens to the extent the guarantees in respect of Indebtedness contemplated by subclause (y) is permitted to be secured under Section 7.01, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying Taxes, (viii) providing indemnification to officers and directors and as immediately prior otherwise permitted in Section 7, (ix) activities incidental to the consummation of the Transactions, (x) organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower or any other Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or investments incidental to such changePermitted Acquisitions or similar Investments in each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or similar Investments; provided that in no event shall any such activities include the incurrence of a Lien on any of the assets of Holdings, (iiixi) the making of any loan to any officers or directors contemplated by Section 7.02, the making of any Investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.02, a Restricted Subsidiary, (xii) activities required to comply with applicable Laws, (ivxiii) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 and the making of Restricted Payments, (vi) to the extent not otherwise covered by the other clauses of this Section 7.11, any of the activities of Holdings referred to in Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viiixiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and any Subordinated Debt Documents, (xxv) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company and (xixvi) activities incidental to legalthe businesses or activities described in clauses (i) to (xv) of this Section 7.10.
(a) Notwithstanding anything herein to the contrary, tax and accounting matters Holdings may merge, amalgamate or consolidate with or into any other Person (other than the Borrower) or, in connection with any a Qualifying IPO, liquidate into the issuing entity, or otherwise convey, sell, assign or transfer all or substantially all of the foregoing activities.
its assets or property; provided that (bi) Holdings shall be the continuing or surviving corporation or, in the case of a merger, amalgamation, consolidation, conveyance, sale, assignment or transfer where Holdings is not createthe continuing or surviving Person or where Holdings has been liquidated, incuror in connection with a conveyance, assume sale, assignment or permit transfer of all or substantially all of its assets, the Person formed by or surviving any such merger, amalgamation or consolidation or the Person into which Holdings has been liquidated or to exist any Indebtedness which Holdings has transferred such assets shall be an entity organized or other liabilities except (i) Indebtedness created existing under the Loan Documentslaws of the United States, any State or the Senior Secured Notes Indenture District of Columbia (Holdings or any Permitted Refinancing thereof) and such Person, as the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereofcase may be, being herein referred to as the “Successor Holdings”), (ii) Subordinated Debt the Successor Holdings (if other than Holdings) shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents pursuant to a supplement hereto or unsecured Guarantee Obligation thereto in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated form reasonably satisfactory to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the ObligationsAdministrative Agent, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 no Event of Default has occurred and is continuing at any time outstanding and the date of such merger, amalgamation, consolidation, liquidation, conveyance, sale, assignment or transfer or would result from the consummation of such merger, amalgamation, consolidation, liquidation, conveyance, sale, assignment or transfer, (iv) liabilities imposed each Subsidiary Guarantor, unless it is the other party to such merger, amalgamation, consolidation, conveyance, sale, assignment or transfer or unless the Successor Holdings is Holdings, shall have by lawa supplement to the Security Agreement confirmed that its obligation under the Security Agreement shall apply to the Successor Holdings’ obligations under this Agreement, including tax liabilities(v) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation, consolidation, conveyance, sale, assignment or transfer or unless the Successor Holdings is Holdings, shall have by a supplement to the Loan Documents confirmed that its obligations thereunder shall apply to the Successor Holdings’ obligations under this Agreement, (vi) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, consolidation, conveyance, sale, assignment or transfer or unless the Successor Holdings is Holdings, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Holdings’ obligations under this Agreement, (vii) the Successor Holdings shall, immediately following such merger, amalgamation, consolidation, liquidation, conveyance, sale, assignment or transfer directly or indirectly own all Subsidiaries owned by Holdings immediately prior to such merger, amalgamation, consolidation, liquidation, conveyance, sale, assignment or transfer, (viii) Borrower (if other than Holdings) shall provide any information in relation to Successor Holdings under Section 4.01(g) herein that it would have as if it were the original Holdings and (ix) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger, amalgamation, consolidation, liquidation, conveyance, sale, assignment or transfer does not breach or result in a default under this Agreement or any other Loan Document; provided, further, that if the foregoing are satisfied, the Successor Holdings (if other than Holdings) will succeed to, and other liabilities incidental to its existence and permitted business and activitiesbe substituted for, Holdings under this Agreement.
(c) Holdings shall not create, incur, assume or permit to exist any Lien (other than Liens permitted by Sections 7.01(c), (d), (e), (f) and (h)) on any of the Equity Interests issued by the Lead Borrower to Holdings.
Appears in 1 contract
Holdings Covenants. (a) Holdings shall not own or acquire any assets (other than Equity Interests of the Lead Borrower, cash and Cash Equivalents) or engage in any business or activity other than (i) the ownership of all the outstanding Equity Interests of the Lead Borrower and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, provided that Holdings may change its form of organization, so long as (A) it is organized under the laws of the United States of America, any State thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such change, (iii) activities required to comply with applicable Laws, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 and the making of Restricted Payments, (vi) to the extent not otherwise covered by the other clauses of this Section 7.11, any of the activities of Holdings referred to in Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (ABL Documents or any credit agreement, indenture or other agreement in respect of a Permitted Refinancing thereof), in respect of the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) ABL Facility and any Subordinated Debt Documents, (x) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company and (xi) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities.
(b) Holdings shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) Documents and the Senior Unsecured Notes Indenture ABL Documents (or any Permitted Refinancing thereof), (ii) Subordinated Debt or unsecured Guarantee Obligation Obligations in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness not constituting Subordinated Debt in an aggregate principal amount not exceeding $150,000,000 35,000,000 at any time outstanding and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities.
(c) Holdings shall not create, incur, assume or permit to exist any Lien (other than Liens permitted by Sections 7.01(c), (d), (e), (f) and (h)) on any of the Equity Interests issued by the Lead Borrower to Holdings.
Appears in 1 contract
Samples: Credit Agreement (Cole Haan, Inc.)
Holdings Covenants. Holdings covenants and agrees with each Lender that, until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full, unless the Required Lenders shall otherwise consent in writing,
(a) Holdings shall will not (i) conduct, transact or otherwise engage in any active trade or business or operations other than through the Borrower and its Subsidiaries (and, for the avoidance of doubt, through Persons or assets that are the subject of clause (III) of the proviso below) or (ii) own or acquire hold any assets (other than the Equity Interests of the Lead BorrowerBorrower and X0 Xxxxxxxxx LLC, cash and Cash EquivalentsPermitted Investments and any immaterial assets) or engage in incur any business or activity liabilities (other than (i) the ownership of all the outstanding Equity Interests its Guarantee in respect of the Lead Borrower Obligations and activities incidental theretoits obligations pursuant to the Security Documents, (ii) liabilities under the Chesapeake Note, liabilities under the Holdings Notes Documents and this Section 6.21, immaterial liabilities and liabilities incurred in connection with the maintenance of its corporate (or its Parent Entity’s) existence and activities incidental theretoits (or any Parent Entity’s indirect) ownership of the Borrower (including the payment of taxes and similar administrative expenses associated with being a holding company, the participation in tax, accounting and other administrative matters as a member of the consolidated group including Holdings and the Borrower, and the indemnification of officers and directors)); provided that this clause (a) shall not prohibit Holdings from (I) making any public offering of its common stock or any other issuance of its Equity Interests not constituting a Change in Control, (II) engaging in financing activities, including general the issuance of securities, incurrence of debt, payment of dividends, distributions, redemptions, repurchases, retirements or other acquisitions for value of its Equity Interests, contributions to the capital of the Borrower and corporate overheadits Subsidiaries and Guarantees of the obligations of the Borrower and its Subsidiaries, (III) making Investments and otherwise acquiring, constructing or improving assets (and any subsequent Disposition of any such Investments or assets) (provided that the aggregate amount expended by Holdings may change its form of organizationon such Investments, so long as acquisitions, constructions and improvements shall not exceed (A) it is organized under the laws of the United States of Americaprior to a Qualified IPO, any State thereof or the District of Columbia $75,000,000, and (B) its Guarantee during the term of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such changethis Agreement, $150,000,000), (iiiIV) engaging in activities required necessary or advisable to comply with applicable Laws, consummate the Transactions (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 and the making of Restricted Payments, (vi) to the extent not otherwise covered by the other clauses of this Section 7.11, any of the activities of Holdings referred to in Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viii) the obtainment of, and including the payment of any fees and expenses for, management, consulting, investment banking and advisory services Transaction Costs) or (V) engaging in activities incidental or reasonably related to the extent otherwise activities permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and any Subordinated Debt Documents, (x) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company and (xi) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities.Section 6.21;
(b) Holdings shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), (ii) Subordinated Debt or unsecured Guarantee Obligation in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 at any time outstanding and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities.
(c) Holdings shall will not create, incur, assume or permit to exist any Lien (other than Liens permitted by Sections 7.01(cof a type described in clauses (a), (d), (e), (fc) and or (h)) of the definition of “Excepted Lien”) on any of the Equity Interests issued by the Lead Borrower Borrower;
(c) not later than the fifth Business Day following the receipt of the Net Cash Proceeds of a Qualified IPO, Holdings shall apply such Net Cash Proceeds to Holdingsthe repayment in full of the Chesapeake Note (if still outstanding on such date); and
(d) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided that so long as no Default exists or would result therefrom, Holdings may merge, amalgamate or consolidate with or into any other person or otherwise convey, sell, assign or transfer all or substantially all of its assets or property; provided that Holdings shall be the continuing or surviving person or, in the case of a merger, amalgamation, consolidation, conveyance, sale, assignment or transfer where Holdings is not the continuing or surviving person (i) the person formed by or surviving any such merger, amalgamation or consolidation or the person into which Holdings has been or to which Holdings has transferred such shall be organized under the laws of a state in the United States and shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent (and the Administrative Agent, if it so requests, shall receive a legal opinion from outside counsel to the survivor reasonably satisfactory to the Administrative Agent) and (ii) thereafter, such person will succeed to, and be substituted for, Holdings under this Agreement for all purposes.
Appears in 1 contract
Samples: Credit Agreement (Energy & Exploration Partners, Inc.)
Holdings Covenants. (a) Holdings shall not own or acquire any assets (other than Equity Interests of the Lead Borrower, cash and Cash Equivalents) or engage in any business or activity other than (i) the ownership of all the outstanding any Equity Interests of the Lead Borrower and activities incidental thereto, (ii) the maintenance of its corporate existence and activities incidental thereto, including general and corporate overhead, provided that (x) Holdings may change its form of organization, so long as (A) it is organized under the laws of the United States of America, any State state thereof or the District of Columbia and (B) its Guarantee of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such changechange and (y) Holdings may merge or amalgamate with any other Person if Holdings is the continuing or surviving corporation or if the Person formed by or surviving any such merger or consolidation is not Holdings (any such Person, the “Successor Holding Company”), (A) no Event of Default shall exist or result therefrom, (B) the Successor Holding Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (C) the Successor Holding Company 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 Administrative Agent, (D) the Collateral owned by or transferred to the Successor Holding Company (including the voting Equity Interests of the Borrower) shall (1) continue to constitute Collateral under the Collateral Documents, (2) be subject to the Lien in favor of the Administrative Agent for the benefit of the Secured Parties, and (3) not be subject to any Lien other than Permitted Liens, in each case except as otherwise permitted by the Loan Documents, the property and assets of the Person which is merged or consolidated with or into the Successor Holding Company, to the extent that they are property or assets of the types which would constitute Collateral under the Collateral Documents, shall be treated as after-acquired property and the Successor Holding Company shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in the Collateral Documents and (E) the Successor Holding Company shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements; provided further, that if the foregoing are satisfied, the Successor Holding Company will succeed to, and be substituted for, Holdings under this Agreement (including for purposes of the definition of a Change of Control), (iii) activities required to comply with applicable Laws, (iv) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 and Payments, the making of Restricted PaymentsPayments and other transactions between Holdings and the Borrower permitted under Article 7, (vi) to the extent not otherwise covered by the other clauses of this Section 7.11Section 7.07, any of the activities of Holdings referred to in Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viii) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ix) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and any Subordinated Debt Documents, (x) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company and (xi) activities incidental to legal, tax and accounting matters in connection with any of the foregoing activities.160
(b) Holdings shall not create, incur, assume or permit to exist any Indebtedness or other liabilities except (i) Indebtedness created under the Loan Documents, the Senior Unsecured Notes, the Senior Secured Notes Indenture (Notes, or any Permitted Refinancing thereof) guarantees of other Indebtedness of the Borrower and the Senior Unsecured Notes Indenture Subsidiary Guarantors that is not prohibited hereunder (or any Permitted Refinancing thereof), (ii) Subordinated Qualified Holding Company Debt or unsecured Guarantee Obligation in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 at any time outstanding and (iv) liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activitiesactivities (including the guarantee of obligations the Borrower and/or its Restricted Subsidiaries in the ordinary course).
(c) Holdings shall not create, incur, incur or assume or permit to exist any Lien (other than Liens under the Loan Documents or non-consensual Liens of the type permitted by Sections 7.01(c), (d), (e), (f) and (h)under Section 7.01 of the Credit Agreement) on any of the Equity Interests issued by the Lead Borrower to Holdings except to the extent such Lien secures Holdings’ guarantee of Indebtedness of the Borrower or a Subsidiary Guarantor permitted by Section 7.03 and is subject to the provisions of an Acceptable Intercreditor Agreement.
Appears in 1 contract
Holdings Covenants. (a) Holdings shall not own conduct, transact or acquire any assets (other than Equity Interests of the Lead Borrower, cash and Cash Equivalents) or otherwise engage in any business or activity operations other than (i) the ownership and/or acquisition of all the outstanding Equity Interests (other than Disqualified Equity Interests) of the Lead Borrower and activities incidental theretoof Duck Creek Technologies Limited and any other Equity Interests (other than Disqualified Equity Interests) to the extent such Equity Interests are pledged in compliance with the Collateral and Guarantee Requirement, (ii) the maintenance of its corporate legal existence and activities incidental theretoor, with respect to a Cayman Islands exempted limited partnership, registration, including general the ability to incur fees, costs and corporate overheadexpenses relating to such maintenance, provided that Holdings may change its form of organization(iii) to the extent applicable, so long participating in tax, accounting and other administrative matters as (A) it is organized under the laws a member of the United States consolidated group of America, any State thereof or the District of Columbia and (B) its Guarantee of the Obligations Holdings and the Lien on or security interest Borrower, (iv) the performance of its obligations under and in any Collateral held by it under connection with the Loan Documents shall remain and any documents relating to other Indebtedness permitted under Section 7.03, (v) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by Section 7, including the costs, fees and expenses related thereto, (vi) any transaction between Holdings and the Borrower or any Restricted Subsidiary permitted under this Section 7, including (a) making any dividend or distribution or other transaction similar to a Restricted Payment not prohibited by Section 7.07 (or the making of a loan to its Parent Entities in effect lieu of any such permitted Restricted Payment or distribution or other transaction similar to a Restricted Payment) or holding any cash received in connection with Restricted Payments made by the Borrower in accordance with Section 7.07 pending application thereof by Holdings in the manner contemplated by Section 7.07 (including the redemption in whole or in part of any of its Equity Interests (other than Disqualified Equity Interests) in exchange for another class of Equity Interests (other than Disqualified Equity Interests) or rights to acquire its Equity Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Equity Interests (other than Disqualified Equity Interests)), (b) making any Investment to the same extent (1) payment therefor is made solely with the Equity Interests of Holdings (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower or any other Restricted Subsidiaries and/or proceeds of the issuance of, or contribution in respect of the, Equity Interests (other than Disqualified Equity Interests) of Holdings and (2) any property (including Equity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.04, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is -113- merged with the Borrower or a Restricted Subsidiary and (c) the (x) provision of guarantees in the ordinary course of business in respect of obligations of the Borrower or any Subsidiaries to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; provided, for the avoidance of doubt, that such guarantees shall not be in respect of debt for borrowed money, (y) incurrence of guarantees in respect of Indebtedness permitted to be incurred by the Borrower or any Restricted Subsidiaries hereunder and (z) granting of Liens to the extent the guarantees in respect of Indebtedness contemplated by subclause (y) is permitted to be secured under Section 7.01, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying Taxes, (viii) providing indemnification to officers and directors and as immediately prior otherwise permitted in Section 7, (ix) activities incidental to the consummation of the Transactions, (x) organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower or any other Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or investments incidental to such changePermitted Acquisitions or similar Investments in each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or similar Investments; provided that in no event shall any such activities include the incurrence of a Lien on any of the assets of Holdings, (iiixi) the making of any loan to any officers or directors contemplated by Section 7.02, the making of any In-vestment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.02, a Restricted Subsidiary, (xii) activities required to comply with applicable Laws, (ivxiii) maintenance and administration of stock option and stock ownership plans and activities incidental thereto, (v) the receipt of Restricted Payments to the extent permitted by Section 7.06 and the making of Restricted Payments, (vi) to the extent not otherwise covered by the other clauses of this Section 7.11, any of the activities of Holdings referred to in Section 7.06, (vii) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (viiixiv) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (ixxv) compliance with its obligations under the Loan Documents, the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof), the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and any Subordinated Debt Documents, (x) in connection with, and following the completion of, a Qualifying IPO, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings common stock and the continued existence of Holdings as a public company and (xixvi) activities incidental to legalthe businesses or activities described in clauses (i) to (xv) of this Section 7.10.
(a) Notwithstanding anything herein to the contrary, tax and accounting matters Holdings may merge, amalgamate or consolidate with or into any other Person (other than the Borrower), or otherwise convey, sell, assign or transfer all or substantially all of its assets or property; provided that (i) Holdings shall be the continuing or surviving corporation or, in the case of a merger, amalgamation, consolidation, conveyance, sale, assignment or transfer where Holdings is not the continuing or surviving Person or where Holdings has been liquidated, or in connection with a conveyance, sale, assignment or transfer of all or substantially all of its assets, the Person formed by or surviving any such merger, amalgamation or consolidation or the Person into which Holdings has been liquidated or to which Holdings has transferred such assets shall be an entity organized or existing under the laws of the foregoing activities.
United States, any State or the District of Columbia (b) Holdings shall not createor such Person, incuras the case may be, assume or permit being herein referred to exist any Indebtedness or other liabilities except (i) Indebtedness created under as the Loan Documents, the Senior Secured Notes Indenture (or any Permitted Refinancing thereof) and the Senior Unsecured Notes Indenture (or any Permitted Refinancing thereof“Successor Holdings”), (ii) Subordinated Debt the Successor Holdings (if other than Holdings) shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents pursuant to a supplement hereto or unsecured Guarantee Obligation thereto in respect of any Subordinated Debt, provided that such Guarantee Obligations shall be subordinated form reasonably satisfactory to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the ObligationsAdministrative Agent, (iii) other unsecured Indebtedness in an aggregate principal amount not exceeding $150,000,000 no Event of Default has occurred and is continuing at any time outstanding and the date of such merger, amalgamation, consolidation, liquidation, conveyance, sale, assignment or transfer or would result from the consummation of such merger, amalgamation, consolidation, liquidation, conveyance, sale, assignment or transfer, (iv) liabilities imposed each Subsidiary Guarantor, unless it is the other party to such merger, amalgamation, consolidation, conveyance, sale, assignment or transfer or unless the Successor Holdings is Holdings, shall have by lawa supplement to the Security Agreement confirmed that its obligation under the Security Agreement shall apply to the Successor Holdings’ obligations under this Agreement, including tax liabilities(v) each Subsidiary grantor and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation, consolidation, conveyance, sale, assignment or transfer or unless the Successor Holdings is Holdings, shall have by a supplement to the Loan Documents confirmed that its obligations thereunder shall apply to the Successor Holdings’ obligations under this Agreement, (vi) each mortgagor of a Mortgaged Property, unless it is the other party to such merger, consolidation, conveyance, sale, assignment or transfer or unless the Successor Holdings is Holdings, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Holdings’ obligations under this Agreement, (vii) the Successor Holdings shall, immediately following such merger, amalgamation, consolidation, liquidation, conveyance, sale, assignment or transfer directly or indirectly own all Subsidiaries owned by Holdings immediately prior to such merger, amalgamation, consolidation, liquidation, conveyance, sale, assignment or transfer, (viii) Borrower (if other than Holdings) shall provide any information in relation to Successor Holdings under Section 4.01(g) herein that it would have as if it were the original Holdings and (ix) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger, amalgamation, consolidation, liquidation, conveyance, sale, assignment or transfer does not breach or result in a default under this Agreement or any other Loan Document; provided, further, that if the foregoing are satisfied, the Successor Holdings (if other than Holdings) will succeed to, and other liabilities incidental to its existence and permitted business and activitiesbe substituted for, Holdings under this Agreement.
(c) Holdings shall not create, incur, assume or permit to exist any Lien (other than Liens permitted by Sections 7.01(c), (d), (e), (f) and (h)) on any of the Equity Interests issued by the Lead Borrower to Holdings.
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