Common use of Limitations on Activities of AbbVie NewCo and its Subsidiaries During the Certain Funds Period and Prior to the Closing Date Clause in Contracts

Limitations on Activities of AbbVie NewCo and its Subsidiaries During the Certain Funds Period and Prior to the Closing Date. During the Certain Funds Period and immediately prior to the Closing Date, AbbVie NewCo and its Subsidiaries shall not (a) incur any Borrowed Debt other than (i) any intercompany Debt (including for the avoidance of doubt any intercompany Debt incurred in connection with the Acquisitions) or (ii) Debt incurred in compliance with Section 2.05(d)(i), (b) own any material assets other than cash and related deposit and escrow accounts and the Equity Interests of any of their respective Subsidiaries or (c) otherwise engage in any business or activity other than (i) the ownership and/or acquisition of the Equity Interests of the Borrower and Company Merger Sub and any other direct or indirect parent entity of Company Merger Sub that holds no material assets (other than the Equity Interests of any Subsidiary that is or is a parent entity of Company Merger Sub) and owes no material liabilities, as applicable, (ii) the maintenance of their legal existence, including the incurrence of fees, costs and expenses relating to such maintenance, (iii) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Borrower, (iv) incurring fees, costs and expenses relating to organization overhead including professional fees for legal, tax, company secretarial, administrative and accounting services and paying taxes, (v) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder and the borrowing of any Advances hereunder and the guarantees of the obligations hereunder, (vi) the performance of its obligations under the under the Scheme Documents or if applicable, the Offer Documents, (vii) consummating the issuance of the New Senior Notes, the New Term Loan Facility or any other Debt for the purpose of reducing the Commitments and/or refinancing the Advances outstanding under this Agreement or for the establishment of a replacement revolving facility for the Existing Credit Agreement or the incurrence of other Debt incurred in compliance with Section 2.05(d)(i), (viii) providing indemnification to officers and directors, (ix) taking all actions, including executing and delivering any related agreements, for the purpose of engaging in activities incidental to the consummation of the Transactions, including the execution and delivery of one or more representation letters or other agreements in connection with cash confirmation, making of intercompany loans, distributions of cash, cash equivalents or Equity Interests and/or the making of other investments, in each case consummated in connection with the Transactions, including executing and implementing the merger agreement providing for the Company Merger, (x) activities required by the City Code or the Panel, and (xi) activities necessary or advisable for or incidental to the businesses or activities described in clauses (i) to (x) of this Section 5.04 or arising in connection with the Transactions.

Limitations on Activities of AbbVie NewCo and its Subsidiaries During the Certain Funds Period and Prior to the Closing Date. During the Certain Funds Period and immediately prior to the Closing Date, AbbVie NewCo and its Subsidiaries shall not (a) incur any Borrowed Debt other than (i) any intercompany Debt (including for the avoidance of doubt any intercompany Debt incurred in connection with the Acquisitions) or (ii) Debt incurred in compliance with under the Bridge Credit Agreement and otherwise excluded from mandatory prepayments required thereunder pursuant to Section 2.05(d)(i) of the Bridge Credit Agreement (as in effect on the Effective Date), (b) own any material assets other than cash and related deposit and escrow accounts and the Equity Interests of any of their respective Subsidiaries or (c) otherwise engage in any business or activity other than (i) the ownership and/or acquisition of the Equity Interests of the Borrower and Company Merger Sub and any other direct or indirect parent entity of Company Merger Sub that holds no material assets (other than the Equity Interests of any Subsidiary that is or is a parent entity of Company Merger Sub) and owes no material liabilities, as applicable, (ii) the maintenance of their legal existence, including the incurrence of fees, costs and expenses relating to such maintenance, (iii) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower, (iv) incurring fees, costs and expenses relating to organization overhead including professional fees for legal, tax, company secretarial, administrative and accounting services and paying taxes, (v) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder and the borrowing of any Advances hereunder and the guarantees of the obligations hereunder, (vi) the performance of its obligations under the under the Scheme Documents or if applicable, the Offer Documents, (vii) consummating the issuance of the New Senior Notes, borrowing under the New Term Loan Bridge Facility or incurring any other Debt for the purpose of reducing the Commitments and/or refinancing the Advances outstanding under this Agreement the Bridge Facility or for the establishment of a replacement revolving facility for the Existing Credit Agreement or the incurrence of other Debt incurred in compliance with Section 2.05(d)(i) of the Bridge Credit Agreement (as in effect on the Effective Date), (viii) providing indemnification to officers and directors, (ix) taking all actions, including executing and delivering any related agreements, for the purpose of engaging in activities incidental to the consummation of the Transactions, including the execution and delivery of one or more representation letters or other agreements in connection with cash confirmation, making of intercompany loans, distributions of cash, cash equivalents or Equity Interests and/or the making of other investments, in each case consummated in connection with the Transactions, including executing and implementing the merger agreement providing for the Company Merger, (x) activities required by the City Code or the Panel, and (xi) activities necessary or advisable for or incidental to the businesses or activities described in clauses (i) to (x) of this Section 5.04 or arising in connection with the Transactions.

Limitations on Activities of AbbVie NewCo and its Subsidiaries During the Certain Funds Period and Prior to the Closing Date. During the Certain Funds Period and immediately prior to the Closing Date, unless the Acquisition Cancellation has occurred, AbbVie NewCo and its Subsidiaries shall not (a) incur any Borrowed Debt other than (i) any intercompany Debt (including for the avoidance of doubt any intercompany Debt incurred in connection with the Acquisitions) or (ii) Debt incurred in compliance with under the Bridge Credit Agreement and otherwise excluded from mandatory prepayments required thereunder pursuant to Section 2.05(d)(i) of the Bridge Credit Agreement (as in effect on the Effective Date), (b) own any material assets other than cash and related deposit and escrow accounts and the Equity Interests of any of their respective Subsidiaries or (c) otherwise engage in any business or activity other than (i) the ownership and/or acquisition of the Equity Interests of the Borrower New Foreign HoldCo and Company Merger Sub and any other direct or indirect parent entity of Company Merger Sub that holds no material assets (other than the Equity Interests of any Subsidiary that is or is a parent entity of Company Merger Sub) and owes no material liabilities, as applicable, (ii) the maintenance of their legal existence, including the incurrence of fees, costs and expenses relating to such maintenance, (iii) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Borrowerthe Borrowers, (iv) incurring fees, costs and expenses relating to organization overhead including professional fees for legal, tax, company secretarial, administrative and accounting services and paying taxes, (v) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder and the borrowing of any Advances hereunder and the guarantees of the obligations hereunder, (vi) the performance of its obligations under the under the Scheme Documents or if applicable, the Offer Documents, (vii) consummating the issuance of the New Senior Notes, borrowing under the New Term Loan Bridge Facility or incurring any other Debt for the purpose of reducing the Commitments (including entering into and borrowing under the Term Loan Facility) and/or refinancing the Advances outstanding under this Agreement the Bridge Facility or for the establishment of a replacement revolving facility for the Existing Credit Agreement or the incurrence of other Debt incurred in compliance with Section 2.05(d)(i) of the Bridge Credit Agreement (as in effect on the Effective Date), (viii) providing indemnification to officers and directors, (ix) taking all actions, including executing and delivering any related agreements, for the purpose of engaging in activities incidental to the consummation of the Transactions, including the execution and delivery of one or more representation letters or other agreements in connection with cash confirmation, making of intercompany loans, distributions of cash, cash equivalents or Equity Interests and/or the making of other investments, in each case consummated in connection with the Transactions, including executing and implementing the merger agreement providing for the Company Merger, (x) activities required by the City Code or the Panel, and (xi) activities necessary or advisable for or incidental to the businesses or activities described in clauses (i) to (x) of this Section 5.04 or arising in connection with the Transactions.