Holding Companies (a) In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, the Second Lien Loan Documents, any Specified Refinancing Debt, or any Specified Second Lien Refinancing Debt; (ii) incur any Indebtedness (other than (x) the Obligations and the Second Lien Obligations, (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections 7.03(i), (j), (k)(i), (l), (m), (o), (p), (r), (w) and (y) (and, in each case, any Permitted Refinancing thereof) and (z) Guarantees of Indebtedness permitted under Xxxxxxx 0.00(x), (x), (x)(xxx), (x), (x), (x), (x), (x), (xx) or (bb) (and, in each case, any Permitted Refinancing thereof)); (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document, Second Lien Loan Document, Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Debt, Liens securing Permitted Acquisition Indebtedness or non-consensual Liens arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Borrower or its Restricted Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02) or (y) Investments of the type permitted under Section 7.02(a), (b), (c), (g), (h), (k), (m), (v), (w) or (z)).
(b) Nothing in this Section 7.15 shall prevent Holdings from (i) maintaining its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) performing its obligations with respect to the Transactions, (iii) making any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) making Restricted Payments or Dispositions (other than Dispositions of the Equity Interests of the Borrower), (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vi) holding any cash and Cash Equivalents (but not operating any property), (vii) providing indemnification to current or former officers, managers, directors, employees, advisors or consultants, (viii) any activities incidental to compliance with the provisions of the Securities Act and the Exchange Act, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders, (ix) in connection with, and following the completion of, a public offering, activities necessary or reasonably advisable for or incidental to the initial registration and listing of Holdings’ common stock and the continued existence of Holdings as a public company, (x) obtaining, and paying any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, (xi) Guaranteeing ordinary course obligations not constituting Indebtedness and incurred by the Borrower and any of its Restricted Subsidiaries, (xii) establishing and maintaining bank accounts, (xiii) entering into employment agreements and other arrangements with officers, directors and employees, (xiv) activities required to comply with applicable Laws, (xv) concurrently with any issuance of Qualified Equity Interests, the redemption, purchase or retirement of any Equity Interests of Holdings using the proceeds of, or conversion or exchange of any Equity Interests of Holdings for, such Qualified Equity Interests, (xvi) performing its obligations under the Sponsor Management Agreement, (xvii) changing its form of organization (but not jurisdiction), so long as its Guaranty of the Obligations and the Lien on or security interest in any Collateral held by it under the Loan Documents shall remain in effect to the same extent as immediately prior to such change, and (xviii) any activities incidental to the foregoing.
Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.
PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.
Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.
Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Holding Company Holdings shall not conduct, transact or otherwise engage in any material business or operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Restricted Subsidiaries; (ii) the entry into, and the performance of its obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility), any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Document, any Permitted Ratio Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for Holdings to enter into and perform; (v) the payment of dividends and distributions (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Restricted Subsidiary and the Guarantees of other obligations not constituting Indebtedness; (vi) the maintenance of its legal 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); (vii) the performing of activities in preparation for and consummating any public offering of its common stock or any other issuance or sale of its Capital Stock (other than Disqualified Stock) including converting into another type of legal entity; (viii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of the Borrower, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (ix) the holding of any cash and Cash Equivalents (but not owning or operating any property); (x) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing of indemnification to officers, managers, directors and employees and (xi) any activities incidental to the foregoing.
U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.
Holdings Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event:
(1) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests,
(2) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)),
(3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby,
(4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests,
(5) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries,
(6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries,
(7) holding any cash or property (but not operate any property),
(8) providing indemnification to officers and directors,
(9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03),
(10) repurchases of Indebtedness through open market purchases and Dutch auctions,
(11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments,
(12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and
(13) any activities incidental or reasonably related to the foregoing.