Holdings. Holdings will not conduct, transact or otherwise engage in any business or operations other than the following (and activities incidental thereto): (1) the ownership or acquisition of the Capital Stock (other than Disqualified Stock) of any other Successor Holdings or the Borrower, (2) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower, (4) the performance of its obligations under and in connection with, and payments with respect to, the Loan Documents, the Senior Notes, the Senior Notes Indenture and related documentation and any documents relating to other Indebtedness permitted under Section 7.02 (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt), (5) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto, (6) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder), (7) the incurrence of Qualified Holding Company Debt, (8) any transaction that Holdings is permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower or any one or more Restricted Subsidiaries permitted under this Article VII, including: (a) making any payment(s) or Restricted Payment(s) (i) to the extent otherwise permitted under this Section 7.11 and (ii) with any amounts received pursuant to transactions permitted under Section 7.05 (or the making of a loan to any Parent Company in lieu of any such payment(s) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings, (b) making any investment to the extent (i) payment therefor is made solely with the Capital Stock of Holdings (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Stock) of Holdings and (ii) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor; (c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder; (d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings, (e) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (f) providing indemnification to officers and directors and as otherwise permitted in this Article VII, (g) activities incidental to the consummation of the Transactions, (h) the making of any loan to any officers or directors contemplated by Section 7.05 or constituting a Permitted Investment, the making of any investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary, (i) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (j) making contributions to the capital of its Subsidiaries, or (k) making investments in cash and Cash Equivalents, or (9) activities incidental to the businesses or activities described in clauses (1) through (8) of this Section 7.11.
Appears in 1 contract
Holdings. At any time prior to a Public Company Transaction, Holdings will not conduct, transact or otherwise engage in any business or operations other than the following (and activities incidental thereto):
(1) the ownership or acquisition of the Capital Stock (other than Disqualified Stock) of any other Successor Holdings or the Borrower,
(2) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance,
(3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower,
(4) the performance of its obligations under and in connection with, and payments with respect to, the Loan Documents, the Senior Notes, the Senior Notes Indenture and related documentation and any documents relating to other Indebtedness permitted under Section 7.02 (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt),
(5) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto,
(6) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(7) the incurrence of Qualified Holding Company Debt,
(8) any transaction that Holdings is permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower or any one or more Restricted Subsidiaries permitted under this Article VII, includingshall not:
(a) making create or suffer to exist any payment(s) Lien on any asset now owned or Restricted Payment(s) hereafter acquired by it other than (i) the Liens created under the Collateral Documents to which it is a party, (ii) any other Lien created in connection with the extent Transactions, (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens secure Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary that are otherwise permitted hereunder and the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under this Section 7.11 6.02 (other than in respect of Indebtedness for borrowed money); or
(b) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise Dispose of all or substantially all of its assets to, any Person; provided, that (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the Borrower and any of its Subsidiaries) so long as (x) Holdings is the continuing or surviving Person or (y) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings (any such successor Person or acquirer referred to in clause (B) below, “Successor Holdings”), (i) Successor Holdings shall be an entity organized or existing under the law of the US, any state thereof or the District of Columbia and (ii) with any amounts received Successor Holdings shall expressly assume all Obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to transactions permitted under Section 7.05 a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (B) Holdings may otherwise convey, sell or the making otherwise transfer all or substantially all of a loan its assets to any Parent Company in lieu of any such payment(s) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings,
(b) making any investment to the extent (i) payment therefor is made solely with the Capital Stock of Holdings other Person (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Stock) of Holdings and (ii) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor;
(c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder;
(d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings,
(e) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
(f) providing indemnification to officers and directors and as otherwise permitted in this Article VII,
(g) activities incidental to the consummation of the Transactions,
(h) the making of any loan to any officers or directors contemplated by Section 7.05 or constituting a Permitted Investment, the making of any investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary,
(i) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower,
(j) making contributions to the capital of its Subsidiaries) so long as (x) no Change of Control results therefrom, or
(ky) making investments Successor Holdings shall be an entity organized or existing under the law of the US, any state thereof or the District of Columbia and (z) Successor Holdings shall expressly assume all of the Obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in cash and Cash Equivalents, or
(9) activities incidental a form reasonably satisfactory to the businesses or activities described in clauses Administrative Agent; provided, further, that (1) through if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (8) 2) it is understood and agreed that Holdings may convert into another form of this Section 7.11entity organized or existing under the law of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of its Loan Guaranty or the Collateral and/or (C) Holdings may consummate any PCT Reorganization Transaction.
Appears in 1 contract
Holdings. Holdings will not In the case of Holdings, conduct, transact or otherwise engage in any material business or operations other than the following (and activities incidental thereto):
): (1i) the its ownership or acquisition of the Capital Stock (other than Disqualified Stock) Equity Interests of any other Successor Holdings or the Borrower and, indirectly, the Subsidiaries of the Borrower,
, (2ii) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance,
), (3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower,
(4iii) the performance of its obligations under and in connection withobligations, and payments including the giving of guarantees or (where permitted) the granting of Liens on its assets, with respect to, to the Loan Documents, any Incremental Equivalent Debt, any Refinancing Equivalent Debt or any Permitted Refinancing of the Senior Notesforegoing, the Senior Notes Indenture and related documentation Acquisition Agreement, other agreements contemplated by the Acquisition Agreement and any documents relating to other Indebtedness agreement contemplated in connection with a transaction otherwise permitted under this Section 7.02 7.13, (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt),
(5iv) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by this Article VIIEquity Interests (including Qualified Equity Interests), including the costs, fees and expenses related thereto,
(6v) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(7) the incurrence of Qualified Holding Company Debt,
(8) any transaction that Holdings is expressly permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower or any one or more Restricted Subsidiaries Subsidiary expressly permitted under this Article VII, including:
, (aA) any transaction permitted under Section 7.04 or Section 7.05, (B) making any payment(s(x) payments or Restricted Payment(s) (i) Payments to the extent otherwise permitted under this Section 7.11 7.13 and (iiy) Restricted Payments with any amounts received pursuant to transactions permitted under under, and for the purposes contemplated by, Section 7.05 7.06 (or or, in each case, the making of a loan to any Parent Company direct or indirect parent in lieu of any such payment(sRestricted Payment) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings,
and (bC) making any investment Investment to the extent (i1) payment therefor is made solely with the Capital Stock Equity Interests of Holdings (other than Disqualified StockEquity Interests), the proceeds of Restricted Payments received from the Borrower or and/or proceeds of the issuance of, or contribution in respect of the, Capital Stock Equity Interests (other than Disqualified StockEquity Interests) of Holdings and (ii2) any property (including Capital StockEquity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 7.06 or constituting a Permitted Investmentan Investment permitted hereunder, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor;
Restricted Subsidiary, (c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder;
(d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings,
(evi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
, (fvii) providing indemnification the incurrence of intercompany debt extended to officers it pursuant to Section 7.02(m), (viii) making Investments in the Borrower, (ix) guaranteeing the obligations of its Restricted Subsidiaries (including the Borrower) and directors and as otherwise permitted granting a security interest in this Article VII,
its assets related thereto (g) activities incidental to the consummation extent such obligations are permitted to be secured by Liens on assets granted by such Restricted Subsidiaries in accordance with Section 7.01), in each case solely to the extent such obligations of such Restricted Subsidiaries are not prohibited hereunder, and the performance of obligations in respect of Indebtedness of the Transactions,
type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, including incurrence of Indebtedness of Holdings representing deferred compensation to members, employees, consultants, independent or contractors of Holdings (hor any direct or indirect parent thereof) the making and unsecured Indebtedness consisting of promissory notes issued by any loan Loan Party to future, present or former officers, directors, employees, members of management, and consultants (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of Holdings or any officers direct or directors contemplated by Section 7.05 or constituting a Permitted Investmentindirect parent thereof, the making of any investment in the Borrower or other Restricted Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any Subsidiary Guarantor ordirect or indirect parent thereof, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary,
(ix) participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of that included Holdings and the Borrower,
, (jxi) holding any cash, Cash Equivalents or other property received in connection with Restricted Payments received from, and Investments in Holdings made by, its Restricted Subsidiaries, contributions to its capital or in exchange for the issuance of Equity Interests (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)) and Investments received in respect of any of the foregoing pending application thereof by Holdings, (xii) providing indemnification and contribution to directors, officers, employees, members of management, and consultants and the making of any loan to any directors, officers, employees, members of management, and consultants contemplated by Section 7.02, (xiii) making contributions Investments in assets that are Cash Equivalents at the time any such Investment is made, (xiv) activities incidental to the capital consummation of its Subsidiariesthe 174 Transaction, or
(kxv) making organizational activities incidental to Permitted Acquisitions or Investments consummated by the Borrower or any Restricted Subsidiary, including the formation of acquisition vehicle entities (subject to Section 6.11) and intercompany loans and/or investments incidental to such Permitted Acquisitions or Investments in cash each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or Investments, (xvi) activities relating to any Permitted Reorganization, a Qualifying IPO or a Permitted IPO Reorganization and Cash Equivalents, or
(9xvii) activities incidental to the businesses or activities described in clauses (1i) through to (8) xvi) of this Section 7.117.13.
Appears in 1 contract
Samples: Credit Agreement (Solo Brands, Inc.)
Holdings. Holdings will not In the case of Holdings, conduct, transact or otherwise engage in any business or operations other than the following (and activities or operations incidental thereto):
): (1i) the its ownership or acquisition of the Capital Stock (other than Disqualified Stock) Equity Interests of any other Successor Holdings or the Borrower,
, (2ii) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance,
), (3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower,
(4iii) the performance of its obligations under and in connection with, and payments with respect to, to the Loan Documents, any Credit Agreement Refinancing Indebtedness, the First Lien Facility, the First Lien Facility Documentation, the ABL Facility, the ABL Facility Documentation, any Senior NotesNotes (or any Permitted Refinancing Indebtedness in respect thereof), the Senior Notes Indenture and related documentation and any documents relating to other Indebtedness permitted under Section 7.02 (including, for the avoidance of doubtIndenture, the incurrence of Qualified Holding Company DebtLease Letter Agreement, the Shareholders Agreement, the other agreements contemplated by the First Lien Facility, the ABL Facility, the Senior Notes (or any Permitted Refinancing Indebtedness in respect thereof),
, the Senior Notes Indenture, (5iv) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale Equity Interests or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto,
(6) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(7) the incurrence of Qualified Holding Company Debt,
(8) any transaction that Holdings is permitted to enter into making payments or consummate under this Article VII and any transaction between or among Holdings and the Borrower or any one or more Restricted Subsidiaries permitted under this Article VII, including:
(a) making any payment(s) or Restricted Payment(s) (i) to the extent otherwise permitted under this Section 7.11 and (ii) restricted payments with any amounts received pursuant to transactions in any transaction permitted under Section 7.05 9.6, (or v) the making issuance of a loan to any Parent Company in lieu of any such payment(s) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings,
Qualified Equity Interests, (bvi) making any investment contributions to the extent capital of its Subsidiaries, (i) payment therefor is made solely with the Capital Stock of Holdings (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Stock) of Holdings and (ii) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor;
(cvii) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not prohibited hereunder;
, (d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings,
(e) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
(f) providing indemnification to officers and directors and as otherwise permitted in this Article VII,
(g) activities incidental to the consummation of the Transactions,
(h) the making of any loan to any officers or directors contemplated by Section 7.05 or constituting a Permitted Investment, the making of any investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary,
(iviii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings Holdings, any direct or indirect parent of Holdings, and the Borrower,
, (jix) making contributions holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 9.6 pending application or further distribution thereof by Holdings, (x) providing indemnification to officers and directors, (xi) the performance of its obligations with respect to the capital documentation for any Indebtedness of its SubsidiariesHoldings permitted under Section 9.3, or
(kxii) making investments in cash any other actions expressly permitted to be undertaken by Holdings under any of the Loan Documents; and Cash Equivalents, or
(9xiii) activities or operations incidental to the businesses or activities described in clauses (1i) through to (8) xii) of this Section 7.119.13.
Appears in 1 contract
Holdings. Holdings will not conduct, transact or otherwise engage in any business or operations other than the following (and activities incidental thereto):
(1) the ownership or acquisition of the Capital Stock (other than Disqualified Stock) of any other Successor Holdings or the Borrower,
(2) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance,
(3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower,
(4) the performance of its obligations under and in connection with, and payments with respect to, the Loan Documents, the Senior Notes, the Senior Notes Indenture ABL Loan Documents and related documentation in respect of the foregoing and any documents relating to other Indebtedness permitted under Section 7.02 (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt),
(5) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto,
(6) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(7) the incurrence of Qualified Holding Company Debt,
(8) any transaction that Holdings is permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower or any one or more Restricted Subsidiaries permitted under this Article VII, including:
(a) making any payment(s) or Restricted Payment(s) (i) to the extent otherwise permitted under this Section 7.11 7.09 and (ii) with any amounts received pursuant to transactions permitted under Section 7.05 (or the making of a loan to any Parent Company in lieu of any such payment(s) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings,
(b) making any investment Investment to the extent (i) payment therefor is made solely with the Capital Stock of Holdings (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Stock) of Holdings and (ii) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor;
(c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder;
(d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings,
(e) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
(f) providing indemnification to officers and directors and as otherwise permitted in this Article VII,
(g) activities incidental to the consummation of (i) any Permitted Reorganization Transaction or IPO Reorganization Transaction or (ii) the Transactions,
, (h) the making of any loan to any officers or directors contemplated by Section 7.05 or constituting a Permitted Investment, the making of any investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary,
, (i) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower,
(j) making contributions to the capital of its Subsidiaries, or
(k) making investments in cash and Cash Equivalents, or
(9) activities incidental to the businesses or activities described in clauses (1) through (8) of this Section 7.11.
Appears in 1 contract
Holdings. Holdings will not conduct, transact or otherwise engage in any business or operations other than the following (and activities incidental thereto):
(1) the ownership or acquisition of the Capital Stock (other than Disqualified Stock) of any other Successor Holdings or the Borrower,
(2) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance,
(3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower,
(4) the performance of its obligations under and in connection with, and payments with respect to, the Loan Documents, the Senior Notes, the Senior Notes Indenture and related documentation and any documents relating to other Indebtedness permitted under Section 7.02 (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt),
(5) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto,
(6) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(7) the incurrence of Qualified Holding Company Debt,
(8) any transaction that Holdings is permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower or any one or more Restricted Subsidiaries permitted under this Article VII, includingshall not:
(a) making create or suffer to exist any payment(s) Lien on any asset now owned or Restricted Payment(s) hereafter acquired by it other than (i) the Liens created under the Collateral Documents to which it is a party, (ii) any other Lien created in connection with the Transactions, (iii) Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Liens secure Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary that are otherwise permitted hereunder and WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 the underlying Indebtedness subject to such Guarantees is of the type permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the type permitted under Section 6.02 (other than in respect of Indebtedness for borrowed money); or
(b) consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise Dispose of all or substantially all of its assets to, any Person or dissolve or cancel its existence; provided that (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person so long as, to the extent otherwise permitted after giving effect to such consolidation, amalgamation or merger (x) Holdings is the continuing or surviving Person or (y) if the Person formed by or surviving any such consolidation, amalgamation or merger is not Holdings and such Person is the direct Parent Company of the Borrower (any such surviving or successor Person, together with any Person referred to in clause (B) below and any immediate Parent Company of the Borrower referred to in clause (C) below, “Successor Holdings”), (i) Successor Holdings shall be an entity organized or existing under this Section 7.11 the law of the US, any state thereof or the District of Columbia and (ii) with any amounts received Successor Holdings shall expressly assume all Obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to transactions permitted under Section 7.05 a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (B) Holdings may otherwise convey, sell or the making otherwise transfer all or substantially all of a loan its assets to any Parent Company in lieu of any such payment(s) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings,
(b) making any investment to the extent (i) payment therefor is made solely with the Capital Stock of Holdings other Person (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower and any of its Subsidiaries) so long as (x) no Change of Control results therefrom, (y) Successor Holdings shall be an entity organized or proceeds existing under the law of the issuance ofUS, any state thereof or contribution in respect the District of the, Capital Stock Columbia and (other than Disqualified Stockz) Successor Holdings shall expressly assume all of the Obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent and (iiC) any property (including Capital Stock) acquired in connection therewith is contributed to Holdings may dissolve or otherwise cancel its existence, so long as the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor;
(c) guaranteeing the obligations and granting of Liens immediate Parent Company of the Borrower and its Subsidiaries (if any) after giving effect to the extent such obligations are not prohibited hereunder;
(d) incurrence of Indebtedness of Holdings representing deferred compensation to employeesdissolution or cancellation, consultants or independent contractors of becomes Successor Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) complies with the requirements of the Borrowerforegoing clause (A) applicable to Successor Holdings; provided, any Subsidiary or any Parent Company to finance the retirementfurther, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings,
(e) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
(f) providing indemnification to officers and directors and as otherwise permitted in this Article VII,
(g) activities incidental to the consummation of the Transactions,
(h) the making of any loan to any officers or directors contemplated by Section 7.05 or constituting a Permitted Investment, the making of any investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary,
(i) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower,
(j) making contributions to the capital of its Subsidiaries, or
(k) making investments in cash and Cash Equivalents, or
(9) activities incidental to the businesses or activities described in clauses that (1) through if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement, (8) 2) it is understood and agreed that Holdings may convert into another form of this Section 7.11entity organized or existing under the law of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of its Loan Guaranty or the Collateral.
Appears in 1 contract
Samples: Credit Agreement (First Watch Restaurant Group, Inc.)
Holdings. Holdings will not In the case of Holdings, conduct, transact or otherwise engage in any material business or operations other than the following (and activities incidental thereto):
): (1i) the its ownership or acquisition of the Capital Stock (other than Disqualified Stock) Equity Interests of any other Successor Holdings or the Borrower,
, Holdings’ direct Subsidiaries and, indirectly, the Subsidiaries of each of the foregoing (2ii) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance,
), (3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower,
(4iii) the performance of its obligations under and in connection withobligations, and payments including the giving of guarantees or (where permitted) the granting of Liens on its assets, with respect to, to the Loan Documents, the Senior NotesAcquisition Agreement, other agreements contemplated by the Senior Notes Indenture and related documentation Acquisition Agreement and any documents relating to other Indebtedness agreement contemplated in connection with a transaction otherwise permitted under this Section 7.02 7.13, (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt),
(5iv) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by this Article VIIEquity Interests (including Qualified Equity Interests), including the costs, fees and expenses related thereto,
(6v) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(7) the incurrence of Qualified Holding Company Debt,
(8) any transaction that Holdings is expressly permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower or any one or more Restricted Subsidiaries Subsidiary expressly permitted under this Article VII, including:
, (aA) any transaction permitted under Section 7.04 or Section 7.05, (B) making any payment(s(x) payments or Restricted Payment(s) (i) Payments to the extent otherwise permitted under this Section 7.11 7.13 and (iiy) Restricted Payments with any amounts received pursuant to transactions permitted under under, and for the purposes contemplated by, Section 7.05 7.06 (or or, in each case, the making of a loan to any Parent Company direct or indirect parent in lieu of any such payment(sRestricted Payment) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings,
and (bC) making any investment Investment to the extent (i1) payment therefor is made solely with the Capital Stock Equity Interests of Holdings (other than Disqualified StockEquity Interests), the proceeds of Restricted Payments received from the Borrower or and/or proceeds of the issuance of, or contribution in respect of the, Capital Stock Equity Interests (other than Disqualified StockEquity Interests) of Holdings and (ii2) any property (including Capital StockEquity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 7.06 or constituting a Permitted Investmentan Investment permitted hereunder, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor;
Restricted Subsidiary, (c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder;
(d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings,
(evi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
, (fvii) providing indemnification the incurrence of intercompany debt extended to officers it pursuant to Section 7.02(m), (viii) making Investments in the Borrower, (ix) guaranteeing the obligations of its Restricted Subsidiaries (including the Borrower) and directors and as otherwise permitted granting a security interest in this Article VII,
its assets related thereto (g) activities incidental to the consummation extent such obligations are permitted to be secured by Liens on assets granted by such Restricted Subsidiaries in accordance with Section 7.01), in each case solely to the extent such obligations of such Restricted Subsidiaries are not prohibited hereunder, and the performance of obligations in respect of Indebtedness of the Transactions,
type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, including incurrence of Indebtedness of Holdings representing deferred compensation to members, employees, consultants, independent or contractors of Holdings (hor any direct or indirect parent thereof) the making and unsecured Indebtedness consisting of promissory notes issued by any loan Loan Party to future, present or former officers, directors, employees, members of management, and consultants (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of Holdings or any officers direct or directors contemplated by Section 7.05 or constituting a Permitted Investmentindirect parent thereof, the making of any investment in the Borrower or other Restricted Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any Subsidiary Guarantor ordirect or indirect parent thereof, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary,
(ix) participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of that included Holdings and the Borrower,
, (jxi) holding any cash, Cash Equivalents or other property received in connection with Restricted Payments received from, and Investments in Holdings made by, its Restricted Subsidiaries, contributions to its capital or in exchange for the issuance of Equity Interests (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)) and Investments received in respect of any of the foregoing pending application thereof by Holdings, (xii) providing indemnification and contribution to directors, officers, employees, members of management, and consultants and the making of any loan to any directors, officers, employees, members of management, and consultants contemplated by Section 7.02, (xiii) making contributions Investments in assets that are Cash Equivalents at the time any such Investment is made, (xiv) activities incidental to the capital consummation of its Subsidiariesthe Transaction, or
(kxv) making organizational activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower or any Restricted Subsidiary, including the formation of acquisition vehicle entities (subject to Section 6.11) and intercompany loans and/or investments incidental to such Permitted Acquisitions or similar Investments in cash each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or similar Investments, and Cash Equivalents, or
(9xvi) activities incidental to the businesses or activities described in clauses (1i) through to (8) xv) of this Section 7.117.13.
Appears in 1 contract
Samples: Syndicated Facility Agreement (A.K.A. Brands Holding Corp.)
Holdings. Holdings will not conduct, transact or otherwise engage in any business or operations other than the following (and activities incidental thereto):
(1) the ownership or acquisition of the Capital Stock (other than Disqualified Stock) of any other Successor Holdings or the Borrower,
(2) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance,
(3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower,
(4) the performance of its obligations under and in connection with, and payments with respect to, the Loan Documents, the 2021 Senior Notes, the 2021 Senior Notes Indenture, the Secured Notes, the Secured Notes Indenture, the 2024 Secured Notes, the 2024 Secured Notes Indenture and related documentation and any documents relating to other Indebtedness permitted under Section 7.02 (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt),
(5) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto,
(6) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(7) the incurrence of Qualified Holding Company Debt,
(8) any transaction that Holdings is permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower or any one or more Restricted Subsidiaries permitted under this Article VII, including:
(a) making any payment(s) or Restricted Payment(s) (i) to the extent otherwise permitted under this Section 7.11 and (ii) with any amounts received pursuant to transactions permitted under Section 7.05 (or the making of a loan to any Parent Company in lieu of any such payment(s) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings,
(b) making any investment to the extent (i) payment therefor is made solely with the Capital Stock of Holdings (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Stock) of Holdings and (ii) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor;
(c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder;
(d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings,
(e) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
(f) providing indemnification to officers and directors and as otherwise permitted in this Article VII,
(g) activities incidental to the consummation of the Transactions,
(h) the making of any loan to any officers or directors contemplated by Section 7.05 or constituting a Permitted Investment, the making of any investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary,
(i) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower,
(j) making contributions to the capital of its Subsidiaries, or
(k) making investments in cash and Cash Equivalents, or
(9) activities incidental to the businesses or activities described in clauses (1) through (8) of this Section 7.11.
Appears in 1 contract
Holdings. Holdings will not conduct, transact or otherwise engage in any business or operations other than the following (and activities incidental thereto):
): (1) the ownership or acquisition of the Capital Stock (other than Disqualified Stock) of any other Successor Holdings or the Borrower,
, (2) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance,
, (3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower,
, (4) the performance of its obligations under and in connection with, and payments with respect to, the Loan Documents, the Senior Notes, the Senior Notes Indenture ABL Loan Documents and related documentation in respect of the foregoing and any documents relating to other Indebtedness permitted under Section 7.02 (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt),
, (5) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto,
, (6) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
, (7) the incurrence of Qualified Holding Company Debt,
, (8) any transaction that Holdings is permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower or any one or more Restricted Subsidiaries permitted under this Article VII, including:
: (a) making any payment(s) or Restricted Payment(s) (i) to the extent otherwise permitted under this Section 7.11 7.09 and (ii) with any amounts received pursuant 229 US-DOCS\123992845.16 042525-0274 to transactions permitted under Section 7.05 (or the making of a loan to any Parent Company in lieu of any such payment(s) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings,
, (b) making any investment Investment to the extent (i) payment therefor is made solely with the Capital Stock of Holdings (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Stock) of Holdings and (ii) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor;
; (c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder;
; (d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings,
, (e) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
, (f) providing indemnification to officers and directors and as otherwise permitted in this Article VII,
, (g) activities incidental to the consummation of (i) any Permitted Reorganization Transaction or IPO Reorganization Transaction or (ii) the Transactions,
, (h) the making of any loan to any officers or directors contemplated by Section 7.05 or constituting a Permitted Investment, the making of any investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary,
, (i) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower,
(j) making contributions to the capital of its Subsidiaries, or
or (kj) making investments Investments in cash and Cash Equivalents, or
(9) activities incidental to the businesses or activities described in clauses (1) through (8) of this Section 7.11.
Appears in 1 contract
Holdings. Holdings will not conduct, transact or otherwise engage in any business or operations other than the following (and activities incidental thereto):
(1) the ownership or acquisition of the Capital Stock (other than Disqualified Stock) of any other Successor Holdings or the Borrower,
(2) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance,
(3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower,
(4) the performance of its obligations under and in connection with, and payments with respect to, the Loan Documents, the Senior Notes, the Senior Notes Indenture and related documentation and any documents relating to other Indebtedness permitted under Section 7.02 (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt),
(5) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto,
(6) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(7) the incurrence of Qualified Holding Company Debt,
(8) any transaction that Holdings is permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower or any one or more Restricted Subsidiaries permitted under this Article VII, includingshall not:
(a) making incur any payment(s) or Restricted Payment(s) third party Indebtedness for borrowed money other than (i) the Indebtedness permitted to be incurred by Holdings under the extent Loan Documents or otherwise in connection with the Transactions, (ii) Guarantees of Indebtedness or other obligations of the Borrower and/or any Restricted Subsidiary that are otherwise permitted hereunder, (iii) any Indebtedness (other than Indebtedness for borrowed money (including notes, bonds, debentures and similar instruments)) arising in connection with any Permitted Acquisition or other Investment permitted under this Section 7.11 Agreement or any Disposition permitted by this Agreement, (v) any Indebtedness (other than Indebtedness for borrowed money (including notes, bonds, debentures and (ii) with any amounts received pursuant to transactions permitted under Section 7.05 (or the making of a loan to any Parent Company in lieu of any such payment(s) or Restricted Payment(ssimilar instruments)) or holding any cash received arising in connection therewith pending application thereof by Holdings,
(b) making any investment to with the extent (i) payment therefor is made solely with repurchase of the Capital Stock of Holdings (other than Disqualified Stock), the proceeds of Restricted Payments received from the Borrower or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Stock) of Holdings and (ii) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor;
(c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder;
(d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company or in connection with any other Restricted Payment, (vi) any Indebtedness owing to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings,
(e) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
(f) providing indemnification to officers and directors and as otherwise permitted in this Article VII,
(g) activities incidental to the consummation of the Transactions,
(h) the making of any loan to any officers or directors contemplated by Section 7.05 or constituting a Permitted Investment, the making of any investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under resulting from an Investment permitted by Section 7.05 6.06 and (vii) any Indebtedness (other than Indebtedness for borrowed money (including notes, bonds, debentures and similar instruments)) of the type permitted by Section 6.01(d), (e), (f), (g), (l), (o), (s), (aa), (bb) or constituting a Permitted Investment, a Restricted Subsidiary,(ee);
(b) create or suffer to exist any Lien on any asset now owned or hereafter acquired by it other than (i) participating the Liens created under the Collateral Documents to which it is a party, (ii) any other Lien created in taxconnection with the Transactions, accounting (iii) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, so long as such Permitted Liens solely secure Guarantees permitted under clause (a)(ii) above and other administrative matters as a member the underlying Indebtedness subject to such Guarantee is permitted to be secured on the same basis pursuant to Section 6.02 and (iv) Liens of the consolidated group type permitted under Section 6.02 (other than in respect of Holdings and the Borrower,Indebtedness for borrowed money); or
(jc) making contributions to consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise Dispose of all or substantially all of its assets to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom, (A) Holdings may consolidate or amalgamate with, or merge with or into, any other Person (other than the capital Borrower and any of its Subsidiaries) so long as (x) Holdings is the continuing or surviving Person or (y) if the Person formed by or surviving any such consolidation, or
amalgamation or merger is not Holdings (kany such successor Person or acquirer referred to in clause (B) making investments below, “Successor Holdings”), (i) Successor Holdings shall be an entity organized or existing under the law of the US, any state thereof or the District of Columbia and (ii) Successor Holdings shall expressly assume all Obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in cash and Cash Equivalents, or
(9) activities incidental a form reasonably satisfactory to the businesses Administrative Agent and (B) Holdings may otherwise convey, sell or activities described otherwise transfer all or substantially all of its assets to any other Person (other than the Borrower and any of its Subsidiaries) so long as (x) no Change of Control results therefrom, (y) Successor Holdings shall be an entity organized or existing under the law of the US, any state thereof or the District of Columbia and (z) Successor Holdings shall expressly assume all of the Obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in clauses a form reasonably satisfactory to the Administrative Agent; provided, further, that (1) through if the conditions set forth in the preceding proviso are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (8) 2) it is understood and agreed that Holdings may convert into another form of this Section 7.11entity organized or existing under the law of the US, any state thereof or the District of Columbia so long as such conversion does not adversely affect the value of its Loan Guaranty or the Collateral.
Appears in 1 contract
Holdings. Holdings will not In the case of Holdings, conduct, transact or otherwise engage in any material business or operations other than the following (and activities incidental thereto):
): (1i) the its ownership or acquisition of the Capital Stock (other than Disqualified Stock) Equity Interests of any other Successor Holdings or the Borrower and, indirectly, the Subsidiaries of the Borrower,
, (2ii) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses relating to such maintenance,
), (3) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Holdings and the Borrower,
(4iii) the performance of its obligations under and in connection withobligations, and payments including the giving of guarantees or (where permitted) the granting of Liens on its assets, with respect to, to the Loan Documents, any Incremental Equivalent Debt, any Refinancing Equivalent Debt or any Permitted Refinancing of the Senior Notesforegoing, the Senior Notes Indenture and related documentation Acquisition Agreement, other agreements contemplated by the Acquisition Agreement and any documents relating to other Indebtedness agreement contemplated in connection with a transaction otherwise permitted under this Section 7.02 7.13, (including, for the avoidance of doubt, the incurrence of Qualified Holding Company Debt),
(5iv) any public offering of its common stock or any other issuance or registration of its Capital Stock for sale or resale not prohibited by this Article VIIEquity Interests (including Qualified Equity Interests), including the costs, fees and expenses related thereto,
(6v) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(7) the incurrence of Qualified Holding Company Debt,
(8) any transaction that Holdings is expressly permitted to enter into or consummate under this Article VII and any transaction between or among Holdings and the Borrower or any one or more Restricted Subsidiaries Subsidiary expressly permitted under this Article VII, including:
, (aA) any transaction permitted under Section 7.04 or Section 7.05, (B) making any payment(s(x) payments or Restricted Payment(s) (i) Payments to the extent otherwise permitted under this Section 7.11 7.13 and (iiy) Restricted Payments with any amounts received pursuant to transactions permitted under under, and for the purposes contemplated by, Section 7.05 7.06 (or or, in each case, the making of a loan to any Parent Company direct or indirect parent in lieu of any such payment(sRestricted Payment) or Restricted Payment(s)) or holding any cash received in connection therewith pending application thereof by Holdings,
and (bC) making any investment Investment to the extent (i1) payment therefor is made solely with the Capital Stock Equity Interests of Holdings (other than Disqualified StockEquity Interests), the proceeds of Restricted Payments received from the Borrower or and/or proceeds of the issuance of, or contribution in respect of the, Capital Stock Equity Interests (other than Disqualified StockEquity Interests) of Holdings and (ii2) any property (including Capital StockEquity Interests) acquired in connection therewith is contributed to the Borrower or a Subsidiary Guarantor (or, if otherwise permitted by Section 7.05 7.06 or constituting a Permitted Investmentan Investment permitted hereunder, a Restricted Subsidiary) or the Person formed or acquired in connection therewith is merged with the Borrower or a Subsidiary Guarantor;
Restricted Subsidiary, (c) guaranteeing the obligations and granting of Liens of the Borrower and its Subsidiaries to the extent such obligations are not prohibited hereunder;
(d) incurrence of Indebtedness of Holdings representing deferred compensation to employees, consultants or independent contractors of Holdings and unsecured Indebtedness consisting of promissory notes issued by any Loan Party to future, present or former employees, directors, officers, managers, distributors or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any Subsidiary or any Parent Company to finance the retirement, acquisition, repurchase, purchase or redemption of Capital Stock of Holdings,
(evi) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
, (fvii) providing indemnification the incurrence of intercompany debt extended to officers it pursuant to Section 7.02(m), (viii) making Investments in the Borrower, (ix) guaranteeing the obligations of its Restricted Subsidiaries (including the Borrower) and directors and as otherwise permitted granting a security interest in this Article VII,
its assets related thereto (g) activities incidental to the consummation extent such obligations are permitted to be secured by Liens on assets granted by such Restricted Subsidiaries in accordance with Section 7.01), in each case solely to the extent such obligations of such Restricted Subsidiaries are not prohibited hereunder, and the performance of obligations in respect of Indebtedness of the Transactions,
type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, including incurrence of Indebtedness of Holdings representing deferred compensation to members, employees, consultants, independent or contractors of Holdings (hor any direct or indirect parent thereof) the making and unsecured Indebtedness consisting of promissory notes issued by any loan Loan Party to future, present or former officers, directors, employees, members of management, and consultants (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of Holdings or any officers direct or directors contemplated by Section 7.05 or constituting a Permitted Investmentindirect parent thereof, the making of any investment in the Borrower or other Restricted Subsidiaries of Holdings to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of Holdings or any Subsidiary Guarantor ordirect or indirect parent thereof, to the extent otherwise allowed under Section 7.05 or constituting a Permitted Investment, a Restricted Subsidiary,
(ix) participating in tax, accounting and other administrative matters as a member of the consolidated consolidated, combined, unitary or similar group of that included Holdings and the Borrower,
, (jxi) holding any cash, Cash Equivalents or other property received in connection with Restricted Payments received from, and Investments in Holdings made by, its Restricted Subsidiaries, contributions to its capital or in exchange for the issuance of Equity Interests (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)) and Investments received in respect of any of the foregoing pending application thereof by Holdings, (xii) providing indemnification and contribution to directors, officers, employees, members of management, and consultants and the making of any loan to any directors, officers, employees, members of management, and consultants contemplated by Section 7.02, (xiii) making contributions Investments in assets that are Cash Equivalents at the time any such Investment is made, (xiv) activities incidental to the capital consummation of its Subsidiariesthe Transaction, or
(kxv) making organizational activities incidental to Permitted Acquisitions or Investments consummated by the Borrower or any Restricted Subsidiary, including the formation of acquisition vehicle entities (subject to Section 6.11) and intercompany loans and/or investments incidental to such Permitted Acquisitions or Investments in cash each case consummated substantially contemporaneously with the consummation of the applicable Permitted Acquisitions or Investments, (xvi) activities relating to any Permitted Reorganization, a Qualifying IPO or a Permitted IPO Reorganization and Cash Equivalents, or
(9xvii) activities incidental to the businesses or activities described in clauses (1i) through to (8) xvi) of this Section 7.117.13.
Appears in 1 contract
Samples: Credit Agreement (Solo Brands, Inc.)
