Passive Holdings. Each of Parent and 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) (x) in the case of Parent, its ownership of the Capital Stock in Holdings and (y) in the case of Holdings, its ownership of the Capital Stock of the Swedish Borrower; (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), the Sustainable Revolving Credit Facility Agreement (and any Finance Documents, as defined therein) any Refinancing Notes, any Incremental Equivalent Debt, any Ratio Debt documentation, any documentation relating to the Convertible Bonds, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by the last sentence in this Section 7.11 and the Guarantees permitted by clause (iv) below; (iii) the consummation of the Transactions; (iv) the payment of dividends and distributions permitted by this Agreement (and other activities in lieu thereof permitted by this Agreement), the making of contributions to the capital of its direct Subsidiaries permitted hereunder and Guarantees of Indebtedness permitted to be incurred hereunder by the Borrowers or any of the Restricted Subsidiaries and the Guarantees of other obligations of the Borrowers and the Restricted Subsidiaries not constituting Indebtedness, in each case to the extent such Guarantees are otherwise permitted hereby; (v) 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); (vi) the performing of activities in preparation for and consummating any public offering of common stock of Parent or any other issuance or sale of its Capital Stock (other than Disqualified Stock); (vii) the participation in tax, accounting and other administrative matters as a member of the consolidated group of Parent, Holdings and the Borrowers, including compliance with applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees; (viii) the holding of any cash and Cash Equivalents (but not operating any property); (ix) the providing of indemnification to officers, managers...
Passive Holdings. With respect to Intermediate Holdings, engage in any material business activities or have any material properties or liabilities, other than (i) the consummation of the Delta Merger Transactions, (ii) its ownership of the Voting Stock or other Equity Interests of Borrower and of other Persons to the extent not otherwise prohibited under the Loan Documents, (iii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to the maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Parent Entity, Subsidiaries and direct or indirect Investments), (iv) the entering into, and the performance of its obligations with respect to, (x) the Loan Documents, (y) any Incremental Equivalent Debt or any refinancing Debt and any other Debt permitted under the Agreement (and any refinancing or replacements thereof) and (z) the consummation of any other transaction not otherwise prohibited by this Article VI, (v) any public offering by Borrower, Intermediate Holdings, the Parent or a Parent Entity thereof of its common stock or, in the case of any Subsidiary or direct or indirect Investment, any other issuance or sale of its Equity Interests (including, for the avoidance of doubt, performing activities in preparation for and consummating any such offering, issuance or sale, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of its Equity Interests), (vi) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of any Loan Party, their respective Subsidiaries and/or in connection with a direct or indirect Investment, (vii) participating in tax, accounting and other administrative matters as a member of any consolidated, unitary, combined or other similar group, including compliance with applicable law and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers and employees, (viii) holding any cash and cash equivalents or other Permitted Investment, (ix) holding any other property received by it as a distribution from any of its Subsidiaries or direct or indirect Investments and making further distributions with such property, (x) providing indemnification to officers, managers and directors, (xi)...
