Common use of Limitation on Activities of Holdings Clause in Contracts

Limitation on Activities of Holdings. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings may not (a) (i) own any direct Subsidiary other than the Borrower or a Subsidiary that will promptly be contributed to or merged into Holdings, the Borrower or a Subsidiary Guarantor, (ii) own any material Investment (other than cash or Cash Equivalents and Investments in the Borrower and the Restricted Subsidiaries) unless such Investment will promptly be contributed to the Borrower or a Subsidiary Guarantor or (iii) create any Lien on the Capital Stock of Holdings or the Borrower (other than Permitted Liens) or (b) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under the other subsections of this Section 6 as if Holdings were subject to such subsections, (iv) the issuance of Capital Stock, payment of dividends or making of distributions, making of loans and contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and making Investments (subject to the limitations in clause (ii) of this Section 6.12), (v) participating in Tax, accounting and other administrative matters as a member of a consolidated group of companies, (vi) holding any cash or property received in connection with Restricted Payments made by a Group Member in accordance with Section 6.6 pending application thereof, (vii) providing indemnification to officers and directors, (viii) merge or consolidate with or into any direct or indirect parent of Holdings so long as Holdings shall be the continuing, surviving or resulting entity, (ix) in connection with and following the occurrence of an IPO, (A) entering into a tax receivable agreement to make Tax benefit payments and making payments thereunder and (B) otherwise performing the functions of, and customary or reasonable activities of, a public holding company for a consolidated group of companies, (x) the incurrence of Qualified Holding Company Debt, (xi) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Term Loans, to the extent permitted under the Term Loan Credit Agreement), the making of any loan to any officers or directors contemplated by Section 6.6 or constituting an Investment permitted under Section 6.6, the making of any Investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 6.6, a Restricted Subsidiary, and (xii) activities incidental to the businesses or activities described in the foregoing clauses (b)(i) through (b)(xi).

Limitation on Activities of Holdings. Notwithstanding In the case of Holdings, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings may not Document (a) (i) own any direct Subsidiary other than the US Borrower or a Subsidiary that will promptly be contributed to or merged into Holdings, the US Borrower or a Subsidiary Guarantor, (ii) own any material Investment (other than cash or Cash Equivalents and Investments in the US Borrower and the Restricted Subsidiaries) unless such Investment will promptly be contributed to the US Borrower or a Subsidiary Guarantor Guarantor, (iii) incur any Indebtedness other than any Indebtedness incurred by Holdings in accordance with Section 6.2 (including its Guarantee Obligations in respect of the Obligations hereunder and other Indebtedness of the US Borrower and its Restricted Subsidiaries that is permitted to be incurred by such Persons hereunder) or (iiiiv) create any Lien on the Capital Stock of Holdings or the US Borrower (other than Permitted Liens) or (b) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the US Borrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under clause (a)(iii) above, the Management Agreement, the Acquisition Agreement and the other agreements contemplated by the Acquisition Agreement, (iv) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under the other subsections of this Section 6 as if Holdings were subject to such subsections6, (ivv) the issuance of Capital Stock, payment of dividends or making of distributionsdividends, making of loans and contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and making Investments (Investments, in each case subject to the any applicable limitations described in clause (iia)(iii) of this Section 6.12)above, (vvi) participating in Taxtax, accounting and other administrative matters as a member of a consolidated group of companies, (vivii) holding any cash or property received in connection with Restricted Payments made by a Group Member the US Borrower in accordance with Section 6.6 pending application thereof, thereof and (viiviii) providing indemnification to officers and directors, (viii) merge or consolidate with or into any direct or indirect parent of Holdings so long as Holdings shall be the continuing, surviving or resulting entity, directors and (ix) in connection with and following the occurrence of an IPO, (A) entering into a tax receivable agreement to make Tax benefit payments and making payments thereunder and (B) otherwise performing the functions of, and customary or reasonable activities of, a public holding company for a consolidated group of companies, (x) the incurrence of Qualified Holding Company Debt, (xi) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Term Loans, to the extent permitted under the Term Loan Credit Agreement), the making of any loan to any officers or directors contemplated by Section 6.6 or constituting an Investment permitted under Section 6.6, the making of any Investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 6.6, a Restricted Subsidiary, and (xii) activities incidental to the businesses or activities described in the foregoing clauses (b)(ii) through (b)(xiviii).

Limitation on Activities of Holdings. Notwithstanding In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings may not : (a) (i) own any direct Subsidiary other than the Borrower or a Subsidiary that will promptly be contributed to or merged into Holdings, the Borrower or a Subsidiary Guarantor, (ii) own any material Investment (other than cash or Cash Equivalents and Investments in the Borrower and the Restricted Subsidiaries) unless such Investment will promptly be contributed to the Borrower or a Subsidiary Guarantor or (iii) create any Lien on the Capital Stock of Holdings or the Borrower (other than Permitted Liens) or (b) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, in any business or operations other than (i) those incidental to its ownership of the Capital Stock of its Subsidiaries and those incidental to other Investments by or in Holdings (including the Borrowerissuance of preferred Capital Stock (other than Disqualified Capital Stock) in consideration for the purchase of its Capital Stock from present or former Employees (and their spouses, former spouses, heirs, estates and assigns) of any Group Member or pursuant to any equity subscription, shareholder, employment or other agreement), (ii) activities incidental to the maintenance of its legal existence (including the ability to incur feesand compliance with applicable Laws and legal, costs tax and expenses relating to such maintenance)accounting matters related thereto, (iii) activities relating to the performance of obligations under the Loan Documents and any transaction that Specified Junior Debt Facility to which it is a party or in respect of which Holdings is expressly a guarantor or any other Indebtedness otherwise permitted or contemplated to enter into or consummate under the other subsections of this Section 6 as if hereunder for which Holdings were subject to such subsectionsprovides a guarantee, (iv) the issuance receipt and payment by Holdings of Restricted Payments permitted under Section 7.6, (v) preparing reports to Governmental Authorities and to its shareholders, (vi) effecting any initial public offering of its Capital Stock, payment (vii) providing indemnification for its Employees, (viii) making payments of dividends the type permitted under Section 7.9 and the performance of its obligations under any document, agreement and/or Investment contemplated by the Transactions or making Investments consisting of distributionsGuarantee Obligations (other than in respect of Indebtedness) entered into in the ordinary course of business, making (ix) the other transactions expressly permitted under this Section 7.11 and (x) activities incidental to any of loans the foregoing; (b) incur, create, assume or suffer to exist any Indebtedness or any Liens on its assets, except (i) the Indebtedness incurred by Holdings under the Loan Documents (and contributions any Permitted Refinancing Debt in respect of the Indebtedness thereunder) and any Specified Junior Debt Facility or otherwise in connection with the Transactions, (ii) Guarantee Obligations or other obligations of the Group Members that are otherwise permitted hereunder, (iii) the Liens created under the Security Documents to which it is a party (and, in each case, under the security documents entered into in connection with any Permitted Refinancing Debt in respect thereof) and, subject to the capital applicable Acceptable Intercreditor Agreement, any security documents relating to any Specified Junior Debt Facility, (iv) Permitted Liens on the Collateral that are secured on a pari passu or junior basis with the Secured Obligations, (v) Permitted Liens arising in the ordinary course of business or by operation of Law and (vi) the other transactions expressly permitted under this Section 7.11; (c) own, lease, manage or otherwise operate or transfer any properties or assets (including cash other than (i) the ownership of shares of Capital Stock of its Subsidiaries and guaranteeing the obligations de minimis amounts of other assets incidental to its Subsidiaries and making Investments (subject to the limitations in clause business, (ii) of this Section 6.12)(A) cash, (v) participating in Tax, accounting Cash Equivalents and other administrative matters as a member of a consolidated group of companies, (vi) holding any cash or property assets received in connection with Restricted Payments permitted under Section 7.6 received from, or permitted Investments or permitted Dispositions made by, any of its Subsidiaries or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock of, Holdings pending the application thereof and (B) the proceeds of Indebtedness permitted by a Group Member in accordance with Section 6.6 pending application thereof7.2, (viiiii) providing indemnification the other transactions expressly permitted under this Section 7.11 and (iv) assets temporarily held by Holdings pending contribution to officers its Subsidiaries); (d) consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business; or (e) change its fiscal year from January 31; provided, however, that Holdings may, upon written notice to, and directorsconsent by, (viii) the Administrative Agent, change the financial reporting convention specified above to any other financial reporting convention reasonably acceptable to the Administrative Agent, in which case Holdings and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement and the other Loan Documents that are necessary in order to reflect such change in financial reporting. Notwithstanding anything herein to the contrary, Holdings may merge or consolidate with or into any direct or indirect parent of Holdings other Person (other than the Borrower) or, in connection with a Qualifying IPO, liquidate into the issuing entity so long as as: (i) Holdings shall be the continuingcontinuing or surviving corporation or, surviving or resulting entity, (ix) in connection with and following the occurrence of an IPO, (A) entering into a tax receivable agreement to make Tax benefit payments and making payments thereunder and (B) otherwise performing the functions of, and customary or reasonable activities of, a public holding company for a consolidated group of companies, (x) the incurrence of Qualified Holding Company Debt, (xi) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Term Loansa merger or consolidation in which Holdings is not the continuing or surviving Person or where Holdings has been so liquidated, the Person formed by or surviving any such merger or consolidation or the Person into which Holdings has been so liquidated 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 (Holdings or such Person, as the case may be, being herein referred to as the “Successor Holdings”), (ii) 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 thereto in form reasonably satisfactory to the extent permitted Administrative Agent, (iii) no Event of Default has occurred and is continuing at the date of such merger, consolidation or liquidation or would result from such merger, consolidation or liquidation, (iv) each Subsidiary Guarantor, unless it is the other party to such merger or consolidation, or unless the Successor Holdings is Holdings, shall have by a supplement to the Guarantee and Collateral Agreement in form reasonably satisfactory to the Administrative Agent confirmed that its obligation under the Term Guarantee and Collateral Agreement shall apply to the Successor Holdings’ obligations under this Agreement, (v) the Successor Holdings shall, immediately following such merger, consolidation or liquidation directly or indirectly own all Subsidiaries owned by Holdings immediately prior to such merger, consolidation or liquidation; (vi) the Secured Parties’ rights and remedies under the Loan Credit Documents, taken as a whole, including their rights and remedies with respect to any Collateral owned by the Successor Holdings, and the Successor Holdings’ obligations under the Guarantee and Collateral Agreement), will not be impaired in any manner as a result of such merger, consolidation or liquidation and (vii) if reasonably requested by the Administrative Agent, an opinion of counsel shall be required to be provided to the effect that such merger, consolidation or liquidation does not violate this Agreement or any other Loan Document; provided, that if the foregoing are satisfied, the making of any loan to any officers or directors contemplated by Section 6.6 or constituting an Investment permitted Successor Holdings (if other than Holdings) will succeed to, and be substituted for, Holdings under Section 6.6this Agreement; provided, the making of any Investment in further, that the Borrower or agrees to provide any Subsidiary Guarantor ordocumentation and other information regarding the Successor Holdings as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, to including the extent otherwise allowed under Section 6.6, a Restricted Subsidiary, and (xii) activities incidental to the businesses or activities described in the foregoing clauses (b)(i) through (b)(xi)PATRIOT Act.

Limitation on Activities of Holdings. Notwithstanding In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings may not : (a) (i) own any direct Subsidiary other than the Borrower or a Subsidiary that will promptly be contributed to or merged into Holdings, the Borrower or a Subsidiary Guarantor, (ii) own any material Investment (other than cash or Cash Equivalents and Investments in the Borrower and the Restricted Subsidiaries) unless such Investment will promptly be contributed to the Borrower or a Subsidiary Guarantor or (iii) create any Lien on the Capital Stock of Holdings or the Borrower (other than Permitted Liens) or (b) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower, OKC and (indirectly) the Restricted Subsidiaries of the Borrower and those incidental to Investments by or in Holdings (including the issuance of Qualified Capital Stock in consideration for the purchase of its Capital Stock from its direct or indirect parent), (ii) activities incidental to the maintenance of its legal existence (including the ability to incur feesand compliance with applicable laws and legal, costs tax and expenses accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of the OKC Obligations and obligations under the Loan Documents to which it is a party or expressly permitted thereunder, (iv) the making of Restricted Payments to the extent of amounts received from OKC or Restricted Payments permitted to be made to Holdings pursuant to Section 7.6, (v) the receipt and payment by Holdings of payments from OKC or Restricted Payments permitted under Section 7.6, (vi) declaring and making dividend payments or other distributions payable solely in its Qualified Capital Stock, (vii) the incurring of Indebtedness by Holdings to the extent such maintenanceIndebtedness would be permitted to be incurred by the Borrower or any Restricted Subsidiary pursuant to Sections 7.2(i) and 7.2(n), or pursuant to the OKC Obligations in an aggregate amount not to exceed $5,700,000 plus accrued and unpaid interest and fees and (ix) the other transactions expressly permitted under this Section 7.14; (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) the Obligations, (ii) obligations with respect to its Capital Stock (other than Disqualified Stock), (iii) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under tax liabilities and liabilities for expenses incurred in connection with the other subsections maintenance of this Section 6 as if Holdings were subject to such subsectionsits existence, (iv) the issuance of Capital Stock, payment of dividends or making of distributions, making of loans OKC Obligations in an aggregate amount not to exceed $5,700,000 plus accrued and contributions to the capital of its Subsidiaries unpaid interest and guaranteeing the obligations of its Subsidiaries fees and making Investments (subject to the limitations in clause (ii) of this Section 6.12), (v) participating in Taxthe other transactions expressly permitted under this Section 7.14 and Section 7.9(b)(i)(A)(y); (c) own, accounting and lease, manage or otherwise operate or transfer any properties or assets (including cash (other administrative matters as a member of a consolidated group of companies, (vi) holding any than cash or property received in connection with Restricted Payments made Qualified Equity Issuances and dividends paid by a Group Member the Borrower in accordance with Section 6.6 7.6 pending application thereofin the manner contemplated by said Section)) other than (i) the ownership of shares of Capital Stock of the Borrower and OKC and de minimis amounts of other assets incidental to its business, (viiii) providing indemnification to officers the transfer by Holdings of any interest in OKC, and directors(iii) so long as no Default or Event of Default shall have occurred and be continuing, (viiiA) merge or consolidate with or into any the transfer by Holdings of Capital Stock of its direct or indirect parent to present or former officers, directors, consultants or employees of Holdings so long as Holdings shall be the continuingor its Subsidiaries, surviving their estates, spouses or resulting entity, (ix) in connection with former spouses and following the occurrence of an IPO, (A) entering into a tax receivable agreement to make Tax benefit payments and making payments thereunder their heirs and (B) otherwise performing the functions of, and customary or reasonable activities of, a public holding company for a consolidated group of companies, (x) the incurrence of Qualified Holding Company Debt, (xi) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Term Loans, to the extent other transactions expressly permitted under the Term Loan Credit Agreementthis Section 7; or (d) consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), the making or Dispose of any loan to any officers all or directors contemplated by Section 6.6 substantially all of its Property or constituting an Investment permitted under Section 6.6, the making of any Investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 6.6, a Restricted Subsidiary, and (xii) activities incidental to the businesses or activities described in the foregoing clauses (b)(i) through (b)(xi)business.

Limitation on Activities of Holdings. Notwithstanding In the case of Holdings, notwithstanding anything to the contrary in this Agreement or any other Loan Document, Holdings may not Document (a) (i) own any direct Subsidiary other than the Borrower or a Subsidiary that will promptly be contributed to or merged into Holdings, the Borrower or a Subsidiary Guarantor, (ii) own any material Investment (other than cash or Cash Equivalents and Investments in the Borrower and the Restricted Subsidiaries) unless such Investment will promptly be contributed to the Borrower or a Subsidiary Guarantor Guarantor, (iii) incur any Indebtedness other than any Indebtedness incurred by Holdings in accordance with Section 6.2 (including its Guarantee Obligations in respect of the Obligations hereunder and other Indebtedness of the Borrower and its Restricted Subsidiaries that is permitted to be incurred by such Persons hereunder) or (iiiiv) create any Lien on the Capital Stock of Holdings or the Borrower (other than Permitted Liens) or (b) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the documentation for any Indebtedness of Holdings permitted under clause (a)(iii) above, the Management Agreement, the Acquisition Agreement and the other agreements contemplated by the Acquisition Agreement, (iv) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under the other subsections of this Section 6 as if Holdings were subject to such subsections6, (ivv) the issuance of Capital Stock, payment of dividends or making of distributionsdividends, making of loans and contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries and making Investments (Investments, in each case subject to the any applicable limitations described in clause (iia)(iii) of this Section 6.12)above, (vvi) participating in Taxtax, accounting and other administrative matters as a member of a consolidated group of companies, (vivii) holding any cash or property received in connection with Restricted Payments made by a Group Member the Borrower in accordance with Section 6.6 pending application thereof, thereof and (viiviii) providing indemnification to officers and directors, (viii) merge or consolidate with or into any direct or indirect parent of Holdings so long as Holdings shall be the continuing, surviving or resulting entity, directors and (ix) in connection with and following the occurrence of an IPO, (A) entering into a tax receivable agreement to make Tax benefit payments and making payments thereunder and (B) otherwise performing the functions of, and customary or reasonable activities of, a public holding company for a consolidated group of companies, (x) the incurrence of Qualified Holding Company Debt, (xi) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Term Loans, to the extent permitted under the Term Loan Credit Agreement), the making of any loan to any officers or directors contemplated by Section 6.6 or constituting an Investment permitted under Section 6.6, the making of any Investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise allowed under Section 6.6, a Restricted Subsidiary, and (xii) activities incidental to the businesses or activities described in the foregoing clauses (b)(ii) through (b)(xiviii).