Parent Holding Company. The Borrower will not permit the Parent to (i) engage in any business activity other than (w) activities incidental to maintenance of its corporate existence, (x) issuing its own Equity Interests, (y) participation in tax, accounting and other administrative activities as a member of a consolidated group of companies and (z) the payment of dividends on its outstanding common shares, the repurchase of its common shares to the extent not involving a breach of Section 6.05 and the payment of interest on or redemption of principal of outstanding indebtedness of the Parent, (ii) own or acquire any assets other than (x) 100% of the Equity Interests of the Borrower, (y) Cash and Cash Equivalents in an aggregate amount not to exceed $50,000,000 held solely in connection with the collateralization of Hedging Agreements entered into by the Parent and (z) Cash and Cash Equivalents necessary to consummate the payment of dividends on its outstanding common shares, the repurchase of its common shares to the extent not involving a breach of Section 6.05 and the payment of interest on or redemption of principal of outstanding indebtedness of the Parent or (iii) incur any liabilities other than (x) Hedging Agreements and (y) unsecured obligations to the extent permitted under the Investment Company Act.
Parent Holding Company. Without limiting the generality of any other provision hereof, not less than thirty (30) days prior to the acquisition by, or transfer to, a Parent Holding Company of Borrower’s Equity Interests, Borrower shall provide written notice to Bank of such acquisition or transfer, which notice shall include, but not be limited to, the proposed date for the transaction, a description of the transaction in reasonable detail, certified copies of Parent Holding Company’s organizational documents (including its operating agreement if a limited liability company), a pro forma capitalization table for Borrower and such Parent Holding Company as of the date immediately following such transaction, and such other documents, instruments and agreements relating thereto as Bank may require. Prior to or concurrent with such acquisition or transfer, Borrower and Parent Holding Company shall and take all such action as may be required by Bank, including the execution and delivery of such documents, instruments, agreements and certificates as Bank may require, to cause each Parent Holding Company to become a co-borrower hereunder or, at Bank’s sole discretion, to unconditionally guarantee the Obligations of Borrower under the Loan Documents, and, in each case, grant a continuing pledge and security interest in and to the property and assets of Parent Holding Company (substantially as described on Exhibit B hereto), including without limitation a pledge of all of the Equity Interests of Borrower and delivery to Bank of original share certificates accompanied by assignments separate from certificate (or other appropriate instruments of transfer) duly executed in blank.
Parent Holding Company. The Parent shall not engage in any operations, business or activity other than holding not less than 51% of the capital stock of the Borrower.
Parent Holding Company. 23 7.13 Indebtedness, etc. of the Parent . . . . . 24
Parent Holding Company. The Parent will not at any time before the 1993 Warrant Provisions Termination Date own any Property or assets other than:
(i) the Capital Stock of the Company;
(ii) Capital Stock of any other Person that at such time is a direct or indirect Subsidiary of the Parent;
(iii) Property or assets in the form of cash, cash equivalents or any Investments in intangibles (other than intangibles constituted by Capital Stock or other equity interests in any Person if such Person is a general partnership or other entity the holders of such Capital Stock or other equity interests of which are not, pursuant to applicable law, ordinarily protected from being liable in respect of the liabilities of such Person); and
(iv) Property or assets in the form of tangibles (excluding the Property or assets referred to in the immediately preceding clause (c)) held by the Parent, provided that the aggregate amount of all such Property and assets (valued at book value in accordance with GAAP) does not at any time exceed $2,500,000.
Parent Holding Company. The Borrower is a single purpose entity that does not engage in any operations, business or activity other than (a) owning the Equity Interests of the Borrower, (b) pledging its interests therein to the Lender, (c) executing the Loan Documents, the Preferred Equity Documents, the Common Equity Documents and the Acquisition Documents and shareholders agreements with respect to Equity Interests issued by the Borrower, (d) fulfilling its obligations thereunder and performing other administrative functions incidental to the foregoing, in each case to the extent not otherwise prohibited hereunder.
Parent Holding Company. Permit the Borrower to engage in any operations, business or activity other than (a) owning any Equity Interests of the Borrower, (b) pledging its Equity Interests of the Borrower to the Agent, (c) executing the Collateral Documents in favor of the Agent, (d) fulfilling its obligations under the Loan Documents and the Acquisition Documents, (e) employing executive officers of the Borrower and managing its operations and (f) paying ordinary course expenses related to any of the foregoing.
Parent Holding Company. The Parent is a single purpose entity that does not engage in any operations, business or activity other than (a) owning 100% of the Equity Interests of the Company, (b) pledging its interests therein to the Lenders, (c) executing the Loan Documents and shareholders agreements with respect to Equity Interests issued by the Parent, (d) executing a guaranty of the Company’s obligations under the Pennsylvania Loans and (e) fulfilling its obligations thereunder and performing other administrative functions incidental to the foregoing, in each case to the extent not otherwise prohibited hereunder.
Parent Holding Company. The Banks acknowledge that: (i) a corporation, CME Holdings, Inc. ("HOLDINGS"), is currently being organized under the laws of the State of Delaware, (ii) upon consummation of such organization all of the capital stock of the Company currently held by its shareholders will be transferred to Holdings in exchange for share of the capital stock of Holdings and (iii) upon consummation of such exchange, the Company will be a wholly-owned subsidiary of Holdings.
Parent Holding Company. The Parent shall not engage in any activities or operations whatsoever, other than (a) general administrative and other functions required by law, (b) owning all of the Capital Stock of the Borrower, (c) guaranteeing the Credit Party Obligations pursuant to the terms of this Agreement and the other Credit Documents and performing its obligations hereunder and thereunder and (d) those activities or operations that are incidental to its status as a parent holding company.
