Limitations on Holdings. Holdings will not:
(a) hold any assets other than (i) the Equity Interests of (x) the Borrower (and/or intercompany advances to the Borrower), (y) Westrock Coffee International, LLC (or a successor thereof) or (z) any other subsidiary that would otherwise qualify as an “Excluded Subsidiary” or in each case other assets incidental thereto, (ii) assets, properties or rights that are not capable of being sold, assigned, transferred or conveyed to the Borrower without the consent of any other Person, or if such assignment or attempted assignment would constitute a breach thereof, or a violation of any Applicable Law, (iii) agreements relating to the issuance, sale, purchase, repurchase or registration of securities of Holdings, (iv) minute books and other corporate books and records of Holdings, (v) assets maintained on a temporary or pass through basis that are held for subsequent payment of dividends or other payments not prohibited by this Agreement for contribution to the Borrower, and (vi) other miscellaneous non-material assets;
(b) have any liabilities other than (i) the liabilities under the Loan Documents, (ii) Tax liabilities arising in the ordinary course of business, (iii) Indebtedness permitted under Section 6.01, (iv) liabilities that are incidental to being a publicly traded corporation including liabilities associated with common and preferred equity, employment contracts, employee benefit matters, indemnification obligations pursuant to purchase and sale agreements, banker engagement letters in connection with transactions permitted by this Agreement and legacy liabilities (if any) arising pursuant to contracts entered into in the ordinary course of business, (v) corporate, administrative and operating expenses in the ordinary course of business, (vi) nonconsensual obligations imposed by operation of law, (vii) liabilities under any contracts or agreements described in clauses (a)(ii) and (iii) above, or (viii) other obligations not to exceed $5,000,000 individually or in the aggregate; or
(c) engage in any activities or business other than (i) issuing shares of its own Qualified Equity Interests, (ii) holding the assets and incurring the liabilities described in this Section 6.10 and activities incidental and related thereto or (iii) making payments, dividends, distributions, issuances or other activities not prohibited by this Agreement. For the avoidance of doubt, notwithstanding anything herein to the contrary, nothing in this Section 6.10...
Limitations on Holdings. No Loan Party shall permit Holdings to (i) hold any assets other than the Equity Securities of the Company and any cash and Cash Equivalents, (ii) have any liabilities other than (A) the liabilities under the Loan Documents, (B) Tax liabilities in the ordinary course of business, (C) guarantees of Debt of the Loan Parties permitted under the Loan Documents, (D) corporate, administrative, operating expenses and other liabilities in the ordinary course of business, and (E) the obligations under the Loan Documents and the Sponsor Subordinated Debt Documents, or (iii) conduct, transact or otherwise engage in any business or operations other than (A) those incidental to its direct or indirect ownership of the Equity Securities of the Loan Parties, (B) activities incidental to maintenance of its corporate existence (including the ability to incur fees, costs and expenses relating to such maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries), (C) the entry into, and the performance of, its obligations under the Loan Documents and the Sponsor Subordinated Debt Documents, and its certificate of incorporation and bylaws, any shareholders agreement and any other governing documents, (D) the consummation of the Transactions, (E) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Loan Parties, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees, (F) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing for indemnification to officers, managers, directors and employees and (G) activities incidental to the foregoing.
Limitations on Holdings. Permit AdaptHealth Corp., Intermediate Holdings or Holdings, directly or indirectly, to (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) Holdings’ obligations under the Preferred Note and (ii) Intermediate Holdings’ Obligations hereunder, (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by Holdings or Intermediate Holdings other than, with respect to Intermediate Holdings only, the Liens created under the Loan Documents to which it is a party, (c) engage in any business or activity or own any assets (including, without limitation, cash and Cash Equivalents) other than (i) holding one hundred percent (100%) of the Capital Stock of Holdings, Intermediate Holdings and the Borrower, as applicable and (ii) performing its obligations and activities incidental thereto and (iii) with respect to Intermediate Holdings, performing its obligations under the Loan Documents, (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, or (e) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Limitations on Holdings. Notwithstanding any other provision of the Deposit Agreement to the contrary, each Owner and Beneficial Owner agrees to be bound by and subject to and to comply with any limitations and rules on holdings of Shares provided under applicable laws and regulations of the Republic of Hungary and the articles of association or similar document of the Company to the same extent as if the American Depositary Shares of such Owner or Beneficial Owner were the Shares represented by such American Depositary Shares. Failure of an Owner or Beneficial Owner to comply in a timely fashion with such laws or regulations or with such articles of association or similar document of the Company, may, in the Company’s sole discretion, result in the withholding of certain rights in respect of the American Depositary Shares owned by such Owner or beneficially owned by such Beneficial Owner (including voting, dividend, liquidation or other shareholder rights, provided that such Owner or Beneficial Owner may transfer any American Depositary Shares as to which such rights are withheld outside any Shareholder Group of which such Owner or Beneficial Owner is a member). The Depositary agrees to use its reasonable efforts to comply to the extent practicable with any reasonable instructions received from the Company requesting that the Depositary take the actions specified therein as contemplated in the preceding sentence. Notwithstanding the inability of any party to physically restrict a transfer of American Depositary Shares, Owners and Beneficial Owners agree to contractually abide by the Company’s instructions. The Company reserves the right to instruct Owners to surrender their Receipts for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal directly with the Owner or Beneficial Owner thereof as an owner of Shares. The Company may also refuse to allow such Owner to redeposit such Shares into the depositary receipt facility. The Depositary agrees to cooperate with the Company in its efforts to inform Owners of the Company’s exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk or expense on the part of the Depositary to, the Company on the manner or manners in which it may enforce such rights with respect to any Owner or Beneficial Owner. Additionally, notwithstanding any other provision of the Deposit Agreement to the contrary, the Depositary may, to the extent practicable, refuse...
Limitations on Holdings. Holdings shall not (a) own any assets, other than (i) all of the outstanding Capital Stock in its direct Subsidiaries and (ii) assets incidental to the foregoing and (b) engage in any material business activity other than (i) the making of capital contributions with respect to the Capital Stock in its direct Subsidiaries, (ii) maintaining its company existence, (iii) the execution and delivery of the Credit Documents to which it is a party and the performance of its obligations thereunder, (iv) receiving and making Restricted Payments permitted by Section 8.6 and payments permitted by Section 8.16, (v) issuing, selling or redeeming (as permitted by Section 8.6) its own Capital Stock and activities incidental thereto, (vi) holding directors’ and members’ meetings, preparing corporate and similar records and other activities required to maintain its separate existence or other legal structure, (vii) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to its holders of Capital Stock, (viii) activities incidental to the foregoing and (ix) guarantees of obligations or Indebtedness of other Credit Parties and its Subsidiaries permitted hereunder.
Limitations on Holdings. Holdings shall not (a) create, incur, assume or suffer to exist any Liens on any Equity Interests of the Parent Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01), or (b) conduct or engage in any operations or business other than (i) those incidental to its ownership of the Equity Interests of the Parent Borrower, (ii) the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Management Agreements, the Merger Agreement and the other agreements contemplated by the Merger Agreement, (iv) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (v) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 7 (vi) any public offering of its common stock or any other issuance of its Equity Interests, (vii) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making loans and contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries, (viii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Parent Borrower, (ix) holding any cash or property received in connection with Restricted Payments made by the Borrower Parties pursuant to Section 7.06 pending application thereof by Holdings, and (x) providing indemnification to officers and directors.
Limitations on Holdings. (a) Each Owner by accepting a Receipt agrees that it shall be bound by, and subject to, the following provision: No Owner performing, directly or indirectly, an activity which is competitive with that of the Issueractivities performed by companies with which the Issuer is in a “control relationship,” as such term is interpreted under Portuguese law, may, unless previously authorized at a meeting of holders of Shares, hold or control (or be deemed under Portuguese law to hold or control) American Depositary Shares or Shares representing in the aggregate more than 510% of the share capital of the Issuer. An entity shall be deemed to be performing an activity which is competitive with that ofactivities performed by companies with which the Issuer is in a control relationship if such entity, a company of which such entity owns more thanat least 10% of the share capital, or a company that owns more thanat least 10% of the share capital of such entity, offers, in or outside of Portugal, "public use telecommunications services", with the exception of "value addedaudiotext services", or "network capacity services", as such terms are defined under Portuguese law, or engages in any other activity of the same type and nature as that being performed by companies with which the Issuer is in a control relationship. If any Owner performing an activity which is competitive with that ofactivities performed by companies with which the Issuer is in a control relationship holds or controls, or is deemed under Portuguese law to hold or control, American Depositary Shares or Shares in excess of 510% of the share capital of the Issuer without authorization at a shareholders’ meeting, the holders of Shares may decide at a meeting of holders of Shares to require the cancellation of Shares of, or represented by the American Depositary Shares of, such Owner to the extent necessary to enforce compliance with the 510% limit. In such case, the Issuer shall compensate the Owner in an amount equal to the nominal value of the cancelled Shares or, if less, their market value. Within five days of receipt of notice of such a decision taken at the meeting of holders of Shares, however, such Owner may request the permission of the board of directors of the Issuer to sell or otherwise dispose within thirty days of such request the number of American Depositary Shares or Shares necessary to comply with the 5% limit10% limit and suspend the cancellation of such American Depositary Shares or Share...
Limitations on Holdings. (a) Own or otherwise hold any Property other than (i) the Equity Interests of the Borrower, (ii) Investments permitted hereunder, (iii) minute books and other corporate books and records of Holdings and (iv) other miscellaneous non-material assets;
(b) Have any liabilities other than (i) the liabilities under the Loan Documents, the ABL Loan Documents and the First Lien Term Loan Documents and, in each case, the documents in respect of any Permitted Refinancing thereof, (ii) tax liabilities arising in the ordinary course of business, (iii) Indebtedness permitted under Section 7.1 and customary liabilities related thereto, (iv) corporate, administrative and operating expenses in the ordinary course of business (including any liabilities arising in the ordinary course of business in respect of any Multiemployer Plan in respect of which Holdings may be an ERISA Affiliate) and (v) liabilities in respect of Investments expressly permitted pursuant to Section 7.3, Asset Dispositions expressly permitted pursuant to Section 7.5, Restricted Payments expressly permitted pursuant to Section 7.6, and transactions expressly permitted pursuant to clauses (ii), (iii), (v) and (vi) of Section 7.7; or
(c) Engage in any activities or business other than (i) issuing shares of its own Qualified Equity Interests and (ii) holding the assets and incurring the liabilities described in this Section 7.14 and activities incidental and related thereto.
Limitations on Holdings. Holdings shall not, directly or indirectly, (i) enter into or permit to exist any transaction or agreement (including any agreement for the incurrence or assumption of Indebtedness, other than the Holdings Guaranty, any purchase, sale, lease or exchange of any property or the rendering of any service), between itself and any other Person, (ii) engage in any business or conduct any activity (including the making of any Investment or payment) or transfer any of its assets, other than Investments in the Borrower and the performance of ministerial activities and payment of taxes and administrative fees necessary for the compliance with the next succeeding sentence or (iii) consolidate or merge with or into any other Person. Holdings shall further preserve, renew and keep in full force and effect its corporate existence and any rights, privileges and franchises necessary or desirable in the conduct of its business, and shall comply in all material respects with all material applicable laws, ordinances, rules, regulations and requirements of Governmental Authorities. Holdings shall have no direct Subsidiaries other than the Borrower.
Limitations on Holdings. Permit Intermediate Holdings or Holdings, directly or indirectly, to (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than (i) Holdings’ Obligations under the Preferred Note and (ii) Intermediate Holdings’ Obligations hereunder, (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by Holdings or Intermediate Holdings other than, with respect to Intermediate Holdings only, the Liens created under the Loan Documents to which it is a party, (c) engage in any business or activity or own any assets (including, without limitation, cash and Cash Equivalents) other than (i) holding one hundred percent (100%) of the Capital Stock of Intermediate Holdings and the Borrowers, as applicable and (ii) performing its obligations and activities incidental thereto and (iii) with respect to Intermediate Holdings, performing its obligations under the Loan Documents, (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, or (e) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
