Common use of Non-Guarantor Subsidiaries Clause in Contracts

Non-Guarantor Subsidiaries. (i) The Parent Guarantor shall not permit any of its Subsidiaries that are not Guarantors (“Non-Guarantor Subsidiaries”) to, directly or indirectly: (1) Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock and the Parent Guarantor shall not permit any of the Non-Guarantor Subsidiaries to issue any shares of Preferred Stock; (2) assume or guarantee any Indebtedness secured by a Lien upon any asset or property of such Non-Guarantor Subsidiary or on any evidences of Indebtedness or shares of Capital Stock of, or other ownership interests in, any Non-Guarantor Subsidiary (regardless of whether the asset, property, Indebtedness, Capital Stock or ownership interests were acquired before or after the date hereof); (3) hire any employees or enter into any leases, except (i) if done by ARG in the ordinary course of business or (ii) if required by applicable law; and (4) Except for ARG, engage in any business activities or have any material properties or liabilities, other than (i) activities related to the maintenance of its corporate existence, (ii) activities related to their ordinary course activities of purchasing Intellectual Property, (iii) activities related to their ordinary course activities of retaining legal counsel to represent such non-guarantor subsidiary as a plaintiff in Intellectual Property litigation, (iv) activities to comply with applicable law, (v) transactions among the Parent Guarantor and its Subsidiaries in their ordinary course of business, (vi) with respect to AMO Holdco LLC, Viamet Holdco LLC, Malin J1 Limited and Maudlin Holdings LLC, holding the assets and being party to those agreements listed on Schedule F of the Fourth Supplemental Agreement, and such other assets that AMO Holdco LLC, Viamet Holdco LLC and Maudlin Holdings LLC may hold as a result of dividends, distributions or similar corporate transactions that AMO Holdco LLC, Viamet Holdco LLC, Malin J1 Limited and Maudlin Holdings LLC may be entitled to as a result of holding such assets or ordinary course activities related to holding such assets, and (vii) activities, liabilities and properties incidental to the foregoing clauses (i) through (iv), with all such liabilities in total not to exceed an aggregate of $5,000,000 among all non-guarantor subsidiaries as a whole and $1,000,000 for each non-guarantor subsidiary individually, excluding legal and professional fees and royalty sharing arrangements accrued in the ordinary course of the patent assertion business. (ii) ARG may maintain a balance of Cash and Marketable Securities of no more than $10,000,000 solely in order to conduct its ordinary course business activities.

Non-Guarantor Subsidiaries. (i) The Parent Guarantor shall not permit any of its Subsidiaries that are not Guarantors (“Non-Guarantor Subsidiaries”) to, directly or indirectly: (1) Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock and the Parent Guarantor shall not permit any of the Non-Guarantor Subsidiaries to issue any shares of Preferred Stock; (2) assume or guarantee any Indebtedness secured by a Lien upon any asset or property of such Non-Guarantor Subsidiary or on any evidences of Indebtedness or shares of Capital Stock of, or other ownership interests in, any Non-Guarantor Subsidiary (regardless of whether the asset, property, Indebtedness, Capital Stock or ownership interests were acquired before or after the date hereof); (3) hire any employees or enter into any leases, except (i) if done by ARG in the ordinary course of business or (ii) if required by applicable law; and (4) Except except for ARG, engage in any business activities or have any material properties or liabilities, other than (i) activities related to the maintenance of its corporate existence, (ii) activities related to their ordinary course activities of purchasing Intellectual Property, (iii) activities related to their ordinary course activities of retaining legal counsel to represent such non-guarantor subsidiary as a plaintiff in Intellectual Property litigation, (iv) activities to comply with applicable law, (v) transactions among the Parent Guarantor and its Subsidiaries in their ordinary course of business, (vi) with respect to AMO Holdco LLC, Viamet Holdco LLC, LLC and Malin J1 Limited and Maudlin Holdings LLCLimited, holding the assets and being party to those agreements listed on Schedule F of the Fourth that certain Second Supplemental Agreement, dated as of March 31, 2021, by and among Parent Guarantor, the Company, certain of other direct and indirect subsidiaries of the Parent Guarantor, Starboard Value LP and Starboard Value Intermediate Fund LP, and such other assets that AMO Holdco LLC, LLC and Viamet Holdco LLC and Maudlin Holdings LLC may hold as a result of dividends, distributions or similar corporate transactions that AMO Holdco LLC, Viamet Holdco LLC, LLC and Malin J1 Limited and Maudlin Holdings LLC may be entitled to as a result of holding such assets or ordinary course activities related to holding such assets, ; and (viivi) activities, liabilities and properties incidental to the foregoing clauses (i) through (iv), with all such liabilities in total not to exceed an aggregate of $5,000,000 among all non-guarantor subsidiaries as a whole and $1,000,000 for each non-guarantor subsidiary individually, excluding legal and professional fees and royalty sharing arrangements accrued in the ordinary course of the patent assertion business. (ii) ARG may maintain a balance of Cash and Marketable Securities of no more than $10,000,000 solely in order to conduct its ordinary course business activities.

Non-Guarantor Subsidiaries. (i) 1. The Parent Guarantor shall not permit any of its Subsidiaries that are not Guarantors (“Non-Guarantor Subsidiaries”) to, directly or indirectly: (1) a. Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock and the Parent Guarantor shall not permit any of the Non-Guarantor Subsidiaries to issue any shares of Preferred Stock; (2) b. assume or guarantee any Indebtedness secured by a Lien upon any asset or property of such Non-Guarantor Subsidiary or on any evidences of Indebtedness or shares of Capital Stock of, or other ownership interests in, any Non-Guarantor Subsidiary (regardless of whether the asset, property, Indebtedness, Capital Stock or ownership interests were acquired before or after the date hereof); (3) c. hire any employees or enter into any leases, except (i) if done by ARG in the ordinary course of business or (ii) if required by applicable law; and (4) d. Except for ARG, engage in any business activities or have any material properties or liabilities, other than (i) activities related to the maintenance of its corporate existence, (ii) activities related to their ordinary course activities of purchasing Intellectual Property, (iii) activities related to their ordinary course activities of retaining legal counsel to represent such non-guarantor subsidiary as a plaintiff in Intellectual Property litigation, (iv) activities to comply with applicable law, (v) transactions among the Parent Guarantor and its Subsidiaries in their ordinary course of business, (vi) with respect to AMO Holdco LLC, Viamet Holdco LLC, LLC and Malin J1 Limited and Maudlin Holdings LLCLimited, holding the assets and being party to those agreements listed on Schedule F of the Fourth that certain Second Supplemental Agreement, dated as of March [●], 2021, by and among Parent Guarantor, the Company, certain of other direct and indirect subsidiaries of the Parent Guarantor, Starboard Value LP and Starboard Value Intermediate Fund LP, and such other assets that AMO Holdco LLC, LLC and Viamet Holdco LLC and Maudlin Holdings LLC may hold as a result of dividends, distributions or similar corporate transactions that AMO Holdco LLC, Viamet Holdco LLC, LLC and Malin J1 Limited and Maudlin Holdings LLC may be entitled to as a result of holding such assets or ordinary course activities related to holding such assets, and (vii) activities, liabilities and properties incidental to the foregoing clauses (i) through (iv), with all such liabilities in total not to exceed an aggregate of $5,000,000 among all non-guarantor subsidiaries as a whole and $1,000,000 for each non-guarantor subsidiary individually, excluding legal and professional fees and royalty sharing arrangements accrued in the ordinary course of the patent assertion business. (ii) 2. ARG may maintain a balance of Cash and Marketable Securities of no more than $10,000,000 solely in order to conduct its ordinary course business activities.

Non-Guarantor Subsidiaries. As soon as available and in any event within 45 days after the end of each Fiscal Quarter, the Borrower shall furnish the Lender with an unaudited statement of the value (iin U.S. Dollars) The Parent of the total assets of each Non-Guarantor shall not permit any of its Subsidiaries that are not Guarantors Subsidiary (the “Non-Guarantor SubsidiariesSubsidiary Statement”) to). In the event that the Non-Guarantor Subsidiary Statement shows that any Non-Guarantor Subsidiary holds at any time total assets with an aggregate value exceeding the Non-Guarantor Total Asset Threshold, directly or indirectly: (1) Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock such Subsidiary shall no longer be a Non-Guarantor Subsidiary and shall be subject immediately to all obligations applicable to a Subsidiary set forth in this Agreement. In the Parent event that the Non-Guarantor shall not permit any of Subsidiary Statement shows that all the Non-Guarantor Subsidiaries to issue together hold at any shares of Preferred Stock; time total assets with an aggregate value exceeding $500,000 (2) assume or guarantee any Indebtedness secured by a Lien upon any asset or property of the “Non-Guarantor Aggregate Total Assets Threshold”), then such Non-Guarantor Subsidiary or Subsidiaries as are required to ensure that the aggregate value of total assets of all remaining Non-Guarantor Subsidiaries does not exceed the Non-Guarantor Aggregate Total Assets Threshold shall no longer be Non-Guarantor Subsidiaries (working downwards on any evidences the basis of Indebtedness or shares of Capital Stock of, or other ownership interests in, any total asset value starting with the Non-Guarantor Subsidiary with the greatest total asset value) and shall be subject immediately to all obligations applicable to Subsidiaries set forth in this Agreement. Notwithstanding anything in this Agreement to the contrary, until such time as a Subsidiary has executed a Guarantee and each other applicable Loan Document in favor of the Lender, and shall have entered into such other security agreements and taken such other actions as may be required or reasonably requested for the Lender to have a valid first priority Lien (regardless or secondary Liens with a priority immediately junior to other Liens in favor of whether the assetLender, propertyas the case may be) on and security interest in all of the assets of such Subsidiary, Indebtedness, Capital Stock or ownership interests were acquired before or after the date hereof); subject to no other Liens (3) hire any employees or enter into any leases, except (i) if done by ARG in the ordinary course of business or (ii) if required by applicable law; and (4) Except for ARG, engage in any business activities or have any material properties or liabilities, other than (i) activities related to the maintenance of its corporate existence, (ii) activities related to their ordinary course activities of purchasing Intellectual Property, (iii) activities related to their ordinary course activities of retaining legal counsel to represent such non-guarantor subsidiary as a plaintiff in Intellectual Property litigation, (iv) activities to comply with applicable law, (v) transactions among the Parent Guarantor and its Subsidiaries in their ordinary course of business, (vi) with respect to AMO Holdco LLC, Viamet Holdco LLC, Malin J1 Limited and Maudlin Holdings LLC, holding the assets and being party to those agreements listed on Schedule F of the Fourth Supplemental Agreement, and such other assets that AMO Holdco LLC, Viamet Holdco LLC and Maudlin Holdings LLC may hold as a result of dividends, distributions or similar corporate transactions that AMO Holdco LLC, Viamet Holdco LLC, Malin J1 Limited and Maudlin Holdings LLC may be entitled to as a result of holding such assets or ordinary course activities related to holding such assets, and (vii) activities, liabilities and properties incidental to the foregoing clauses (i) through (ivLiens permitted by Section 8.3), with all such liabilities in total not Subsidiary shall be deemed to exceed an aggregate be a Non-Guarantor Subsidiary for purposes of $5,000,000 among all non-guarantor subsidiaries as a whole Section 8.2 and $1,000,000 for each non-guarantor subsidiary individually, excluding legal and professional fees and royalty sharing arrangements accrued in the ordinary course of the patent assertion businessSection 8.5 hereof. (ii) ARG may maintain a balance of Cash and Marketable Securities of no more than $10,000,000 solely in order to conduct its ordinary course business activities.

Non-Guarantor Subsidiaries. (i) The Parent Guarantor shall not permit any of its Subsidiaries that are not Guarantors (“Non-Guarantor Subsidiaries”) to, directly or indirectly: (1A) Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock and the Parent Guarantor shall not permit any of the Non-Guarantor Subsidiaries to issue any shares of Preferred Stock; (2B) assume or guarantee any Indebtedness secured by a Lien upon any asset or property of such Non-Guarantor Subsidiary or on any evidences of Indebtedness or shares of Capital Stock of, or other ownership interests in, any Non-Guarantor Subsidiary (regardless of whether the asset, property, Indebtedness, Capital Stock or ownership interests were acquired before or after the date hereof); (3C) hire any employees or enter into any leases, except (i) if done by ARG in the ordinary course of business or (ii) if required by applicable law; and (4D) Except for ARG, engage in any business activities or have any material properties or liabilities, other than (i) activities related to the maintenance of its corporate existence, (ii) activities related to their ordinary course activities of purchasing Intellectual Property, (iii) activities related to their ordinary course activities of retaining legal counsel to represent such non-guarantor subsidiary as a plaintiff in Intellectual Property litigation, (iv) activities to comply with applicable law, (v) transactions among the Parent Guarantor and its Subsidiaries in their ordinary course of business, (vi) with respect to AMO Holdco LLC, Viamet Holdco LLC, LLC and Malin J1 Limited and Maudlin Holdings LLCLimited, holding the assets and being party to those agreements listed on Schedule F of the Fourth Third Supplemental Agreement, and such other assets that AMO Holdco LLC, LLC and Viamet Holdco LLC and Maudlin Holdings LLC may hold as a result of dividends, distributions or similar corporate transactions that AMO Holdco LLC, Viamet Holdco LLC, LLC and Malin J1 Limited and Maudlin Holdings LLC may be entitled to as a result of holding such assets or ordinary course activities related to holding such assets, and (vii) activities, liabilities and properties incidental to the foregoing clauses (i) through (iv), with all such liabilities in total not to exceed an aggregate of $5,000,000 among all non-guarantor subsidiaries as a whole and $1,000,000 for each non-guarantor subsidiary individually, excluding legal and professional fees and royalty sharing arrangements accrued in the ordinary course of the patent assertion business. (ii) ARG may maintain a balance of Cash and Marketable Securities of no more than $10,000,000 solely in order to conduct its ordinary course business activities.