Permitted Activities of 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: (i) its ownership of the Equity Interests of the Parent Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 6.01 to be incurred by the Parent Borrower and the Restricted Subsidiaries, (iv) any issuance or sale of its Equity Interests (including, for the avoidance of doubt, in connection with any stock option or other employee benefit plans), (v) financing activities, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions to the capital of the Parent Borrower and guaranteeing the obligations of the Parent Borrower or any Restricted Subsidiary; (vi) participating in tax, accounting and other administrative matters, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers and directors, (ix) the making of Restricted Payments to any Parent Company with any amounts received from the Parent Borrower or the Restricted Subsidiaries not in violation of this Agreement, (x) effecting the initial public offering of its Equity Interests and/or any transaction in connection therewith, and (xi) any activities incidental to the foregoing. Holdings shall not own any Equity Interests other than those of the Parent Borrower and all such Equity Interests shall be pledged by Holdings as Collateral. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B) below, convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Parent Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Parent Borrower remains pledged as security for the Obligations by Successor Holdings; provided that (1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security Documents.
Appears in 2 contracts
Samples: Credit Agreement (Krispy Kreme, Inc.), Credit Agreement (Krispy Kreme, Inc.)
Permitted Activities of Holdings. Holdings shall not conduct, transact or otherwise engage in any material operating business or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: operations other than (i) its the ownership of the Equity Interests Capital Stock of the Parent Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity InterestsBorrower, (ii) the maintenance of its legal existence (existence, including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 6.01 to be incurred by the Parent Borrower and the Restricted Subsidiaries, (iv) any issuance or sale of its Equity Interests (including, for the avoidance of doubt, in connection with any stock option or other employee benefit plans), (v) financing activities, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions to the capital of the Parent Borrower and guaranteeing the obligations of the Parent Borrower or any Restricted Subsidiary; (vi) participating in tax, accounting and other administrative mattersmatters as a member of the consolidated group of Holdings and Borrower, (iv) the performance of the Credit Documents, (v) any public offering of its common stock or any other issuance of its Capital Stock not prohibited by Article 10, including the costs, fees and expenses related thereto, (vi) any transaction that Holdings is permitted to enter into or consummate under this Article 10, including making any Dividend permitted by Section 10.6 or holding any cash received in connection with Dividends made by the Borrower in accordance with Section 10.6 pending application thereof by Holdings in the manner contemplated by Section 10.6, (vii) holding any cash or property (but not incurring fees, costs and expenses relating to overhead and general operating any property)including, without limitation, professional fees for legal, tax and accounting issues, (viii) providing indemnification to officers and directors, directors and as otherwise permitted in Section 9 and 10 and (ix) the making of Restricted Payments to any Parent Company with any amounts received from the Parent Borrower or the Restricted Subsidiaries not in violation of this Agreement, (x) effecting the initial public offering of its Equity Interests and/or any transaction in connection therewith, and (xi) any activities incidental to the foregoingbusinesses or activities described in clauses (i) to (viii) of this Section 10.13. Holdings shall will not own or acquire any Equity Interests other than those of the Parent Borrower and all such Equity Interests shall be pledged by Holdings as Collateral. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B) below, convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Parent Borrower and any shares of Capital Stock of the SubsidiariesBorrower, cash and Permitted Investments) if at or incur any liabilities (other than liabilities under the time thereof Credit Documents, liabilities under its guarantee of the Senior Unsecured Subordinated Notes (or Refinanced Senior Unsecured Subordinated Notes or Permitted Additional Notes) and immediately after giving effect theretoliabilities imposed by law, no Event of Default shall have occurred and be continuingincluding tax liabilities, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed other liabilities incidental to its existence and business and activities permitted by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Parent Borrower remains pledged as security for the Obligations by Successor Holdings; provided that (1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security DocumentsAgreement).
Appears in 2 contracts
Samples: Credit Agreement (LPL Investment Holdings Inc.), Credit Agreement (LPL Investment Holdings Inc.)
Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever, other than (i) Indebtedness and obligations under this Agreement and the other Loan Documents (other than suchand (ii) Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other Loan Documents), or (c) engage in any material operating business or business activities; provided that the following and activity or own any activities incidental thereto shall be permitted in any event: assets (other than (i) those incidental to its ownership of the Equity Interests of the Parent Borrower Borrowers and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interestsany Captive Insurance Subsidiary, (ii) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iiiiv) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 6.01 to be incurred by Holdings under this Agreement or the Parent Borrower and the Restricted Subsidiaries, (iv) any issuance or sale of its Equity Interests (including, for the avoidance of doubt, in connection with any stock option or other employee benefit plans)Loan Documents, (v) to the extent not otherwise prohibited by the terms of this Agreement or the other Loan Documents, financing activities, including activities relating to the issuance of its securities, incurrence of Indebtedness, the declaration and payment of dividends, the making of contributions to the capital of the Parent Borrower Borrower, and guaranteeing the obligations of the Parent Borrower or any Restricted Subsidiary; Borrowers, (vi) participating in tax, accounting and other administrative matters, matters as a member of the consolidated group of Holdings and the Borrower,
(vii) holding any cash or property (but not operating incidental to any property)activities permitted under this Section 7.13, (viii) providing indemnification to officers officers, managers and directors, directors and (ix) the making of Restricted Payments to any Parent Company with any amounts received from the Parent Borrower or the Restricted Subsidiaries not in violation of this Agreement, (x) effecting the initial public offering of its Equity Interests and/or any transaction in connection therewith, and (xi) any activities incidental to the foregoing). Holdings shall not own incur any Equity Interests other than those of the Parent Borrower and all such Equity Interests shall be pledged by Holdings as Collateral. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B) below, convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Parent Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Liens on Equity Interests of the Parent Lead Borrower remains pledged as security for the Obligations other than those permitted by Successor Holdings; provided that (1Sections 7.01(a) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security Documentsee).
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Permitted Activities of 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: (i) its ownership of the Equity Interests of the Parent U.S. Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents Documents, the Senior Notes Documents, the Cash Flow Credit Agreement and any other Indebtedness permitted under Section 6.01 to be incurred by the Parent Borrower and the Restricted Subsidiarieshereunder, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests (including, for the avoidance of doubt, in connection with any stock option or other employee benefit plans)Interests, (v) financing activities, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions to the capital of the Parent Borrower U.S. Borrower, (vi) incurrence of debt and guaranteeing the obligations of the Parent Borrower or any Restricted Subsidiary; Borrowers (viother than as described under clause (iii) above) in an amount not to exceed $100,000,000, (vii) participating in tax, accounting and other administrative mattersmatters as owner of the Borrowers, (viiviii) holding any cash or property (but not operating incidental to any property)activities permitted under this Section 7.14, (viiiix) providing indemnification to officers officers, managers and directors, (ixx) in the making case of Restricted Payments to any Parent Company with any amounts received from Holdings I, following a Holdings II Event, its ownership of the Parent Borrower or the Restricted Subsidiaries not in violation Equity Interests of this AgreementHoldings II and activities incidental thereto, (xxi) effecting its ownership of the initial public offering of its Equity Interests and/or any transaction in a subsidiary that holds net proceeds of a Qualified IPO which Equity Interests may be contributed, directly or indirectly, to the U.S. Borrower in connection therewith, with a Qualified IPO and (xixii) any activities incidental to the foregoing. Holdings shall not incur any Liens on Equity Interests of the U.S. Borrower other than those for the benefit of the Secured Obligations and Cash Flow Loan Obligations and any Pari Term Debt Obligations or any comparable term in any Permitted Refinancing thereof and Holdings shall not own any Equity Interests other than those of the Parent Borrower and all such Equity Interests shall be pledged by U.S. Borrower. Upon the occurrence of a Holdings as Collateral. In additionII Event, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B) below, convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Parent Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto, no Event of Default I shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) cause Holdings II to (i) shall duly execute and deliver to the Administrative Agent a joinder to this Agreement separately, and jointly and severally, incurring the obligations of “Holdings” as a Guarantor, a Security Agreement Supplement and joinders to each applicable Intercreditor Agreement, if applicable, each in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreement and other applicable agreements in effect on the Second Restatement Effective Date), (ii) deliver any and all information certificates representing Equity Interests in the U.S. Borrower owned by Holdings II, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (iii) take whatever action (including the filing of Uniform Commercial Code financing statements) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, and to otherwise comply with the requirements of the Collateral and Guarantee Requirement and (y) deliver such other certificates, opinions of counsel and other documentation with respect to Holdings II as reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Parent Borrower remains pledged as security for the Obligations by Successor Holdings; provided that (1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security Documents.
Appears in 1 contract
Permitted Activities of 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: (i) other than its ownership of the Equity Interests of Capital Stock of, and the Parent Borrower management of, the Issuer and, indirectly, its Subsidiaries and activities incidental thereto, including payment of dividends and other amounts ; provided that Holdings may engage in respect of their respective Equity Interests, those activities that are incidental to (iii) the maintenance of its legal existence in compliance with applicable law, (including ii) legal, tax and accounting matters in connection with any of the ability to incur fees, costs and expenses relating to such maintenance)foregoing or following activities, (iii) the performance of entering into, and performing its obligations with respect to under, this Indenture, the Loan Documents and Intercreditor Agreements, any other intercreditor agreement or security document related to Secured Indebtedness permitted under Section 6.01 to be incurred by this Indenture, the Parent Borrower ABL Documents, the Security Documents, the Acquisition Agreement, the Advisory Agreement and the Restricted Subsidiariesother definitive documentation entered into in connection with any of the foregoing, (iv) any issuance the issuance, sale or sale repurchase of its Equity Interests (including, for and the avoidance receipt of doubt, in connection with any stock option or other employee benefit plans)capital contributions, (v) financing activitiesthe making of dividends or distributions on its Equity Interests, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions to the capital of the Parent Borrower and guaranteeing the obligations of the Parent Borrower or any Restricted Subsidiary; (vi) participating in taxthe filing of registration statements, accounting and compliance with applicable reporting and other administrative mattersobligations, under federal, state or other securities laws, (vii) holding any cash or property (but not operating any property)the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (viii) providing indemnification to officers the retention of (and directorsthe entry into, and exercise of rights and performance of obligations in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters, counsel, accountants and other advisors and consultants, (ix) the making performance of Restricted Payments to obligations under and compliance with its certificate of incorporation and by-laws, or any Parent Company applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with any amounts received from the Parent Borrower or the Restricted Subsidiaries not in violation activities of this Agreementits Subsidiaries, (x) effecting the initial public offering incurrence and payment of its Equity Interests and/or operating and business expenses and any transaction in connection therewithTaxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its behalf), and (xi) any activities incidental to the foregoing. Holdings shall not own any Equity Interests other than those consummation of the Parent Borrower and all such Equity Interests shall be pledged by Holdings as Collateral. In additionTransactions, Holdings may consolidate (xii) the making of loans to or amalgamate withother Investments in, or merge with incurrence of Indebtedness from, the Issuer or into, (or, in the case of clause incurrence of Indebtedness, from any Wholly-Owned Domestic Subsidiary which is a Subsidiary Guarantor) as and to the extent not prohibited by this Indenture and (B) below, convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets toxiii) any other Person (other than the Parent Borrower and any activity expressly contemplated by this Indenture to be engaged in by Holdings, including, without limitation, repurchases of Indebtedness of the Subsidiaries) if at Issuer and entry into and performance of Guarantees of Indebtedness as permitted under the time thereof and immediately after giving effect theretoABL Credit Agreement, no Event of Default shall have occurred and be continuingand, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person subject to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirementslimitations set forth herein, (ii) shall be an entity organized or existing under the law of any state other permitted Indebtedness of the U.S. or the District of Columbia Issuer and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Parent Borrower remains pledged as security for the Obligations by Successor Holdings; provided that (1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security DocumentsRestricted Subsidiaries.
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Permitted Activities of Holdings. Holdings shall not (i) own any Equity Interests other than those of the Borrower or (ii) engage in any material operating or business activities; provided that activities other than the following activities and any activities incidental thereto shall be permitted in any event: thereto:
(ia) its the ownership of the Equity Interests of the Parent Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, Borrower;
(iib) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance) and any activities required to comply with applicable Laws;
(c) the entry into (including the giving of any guaranty with respect to), (iii) the and performance of its obligations with respect to to, the Loan Documents Documents, any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness, any Permitted Ratio Debt, any Incurred Acquisition Debt or any Permitted Refinancing of any of the foregoing;
(d) participating in tax, accounting and any other Indebtedness permitted under Section 6.01 administrative matters, including those relating to be incurred by its Subsidiaries, as owner of the Parent Borrower or (if applicable) as a member of the consolidated group of Holdings and the Restricted SubsidiariesBorrower;
(e) establishing and maintaining bank accounts, and holding any (ivi) any issuance or sale of its Equity Interests cash and Cash Equivalents and (including, for ii) the avoidance of doubt, proceeds received in connection with any stock option or Restricted Payments in accordance with Section 7.06 pending application thereof;
(f) entering into employment agreements and other employee benefit plans)arrangements with officers and directors, and providing indemnification to officers, managers and directors;
(vg) financing activities, including the issuance of securities, incurrence of Indebtednessdebt, payment of dividends, making contributions to the capital of the Parent Borrower and guaranteeing the obligations of the Parent Borrower or and its Subsidiaries;
(h) any Restricted Subsidiary; issuances of Qualified Equity Interests not resulting in a Change of Control;
(vii) participating in tax, accounting and other administrative matters, (viii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers and directors, (ix) the making of Restricted Payments to any Parent Company with any amounts received from the Parent Borrower or the Restricted Subsidiaries not in violation of this Agreement, (x) effecting the initial public offering of its common stock or any other issuance or sale of its Equity Interests and/or Interests, (ii) any transaction in connection therewithactivities 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, and (xiiii) any activities incidental to compliance with the foregoing. Holdings shall not own 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 securities or with Debt Securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders;
(j) concurrently with any issuance pursuant to clause (h) or (i) above, the redemption, purchase or retirement of any Equity Interests other than those of Holdings using the Parent Borrower and all such proceeds of, or conversion or exchange of any Equity Interests shall be pledged by of Holdings as Collateral. In additionfor, Holdings may consolidate or amalgamate with, or merge with or into, such Qualified Equity Interest;
(or, in k) the case of clause (B) below, convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Parent Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuingobtainment of, and so long as the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement;
(Al) to the extent Holdings is the continuing or surviving Person or (B) if in whose name the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer consolidated financial statements with respect to the satisfaction Borrower and its Subsidiaries are prepared, providing a guaranty (or similar assurance such as a performance guaranty) in the ordinary course of business to customers, suppliers, vendors, lessors and licensors to the Borrower and its Restricted Subsidiaries;
(m) Investments of the conditions set forth type described in clause Section 7.02(a), (x) of this clause c), (Bd) and (zo) 100% (solely to the extent that the underlying Liens, Indebtedness, fundamental changes, Dispositions, Restricted Payments and prepayments of the Equity Interests of the Parent Borrower remains pledged Junior Financing, as security for the Obligations by Successor Holdings; provided that (1) if the conditions set forth in this sentence applicable are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings otherwise permitted under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security Documents.Section 7.13); and
Appears in 1 contract
Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than Indebtedness and obligations under this Agreement and the other Loan Documents (other than such Indebtedness represented by Holdings’ guarantee of obligations under any Additional Permitted Debt Documents, the Excluded Sale-Leasebacks, any documents relating to any Permitted Refinancing of the foregoing and operating leases of its Subsidiaries), (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than Liens permitted by Section 7.01 (but only to the extent securing obligations or liabilities which Holdings is not prohibited from incurring or owing under the terms of this Agreement and the other Loan Documents), or (c) engage in any material operating business or business activities; provided that the following and activity or own any activities incidental thereto shall be permitted in any event: assets (other than (i) those incidental to its ownership of the Equity Interests of the Parent Borrower Borrowers and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interestsany Captive Insurance Subsidiary, (ii) holding the Subordinated Contribution Note, (iii) maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iiiiv) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 6.01 to be incurred by Holdings under this Agreement or the Parent Borrower and the Restricted Subsidiaries, (iv) any issuance or sale of its Equity Interests (including, for the avoidance of doubt, in connection with any stock option or other employee benefit plans)Loan Documents, (v) to the extent not otherwise prohibited by the terms of this Agreement or the other Loan Documents, financing activities, including activities relating to the issuance of its securities, incurrence of Indebtedness, the declaration and payment of dividends, the making of contributions to the capital of the Parent Borrower Borrower, and guaranteeing the obligations of the Parent Borrower or any Restricted Subsidiary; Borrowers, (vi) participating in tax, accounting and other administrative mattersmatters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash or property (but not operating incidental to any property)activities permitted under this Section 7.13, (viii) providing indemnification to officers officers, managers and directors, directors and (ix) the making of Restricted Payments to any Parent Company with any amounts received from the Parent Borrower or the Restricted Subsidiaries not in violation of this Agreement, (x) effecting the initial public offering of its Equity Interests and/or any transaction in connection therewith, and (xi) any activities incidental to the foregoing). Holdings shall not own incur any Equity Interests other than those of the Parent Borrower and all such Equity Interests shall be pledged by Holdings as Collateral. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B) below, convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Parent Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Liens on Equity Interests of the Parent Borrower remains pledged as security for the Obligations other than those permitted by Successor Holdings; provided that (1Sections 7.01(a) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security Documentsee).
Appears in 1 contract
Permitted Activities of Holdings. With respect to Holdings, (i) amend the Holdings shall not LLC Agreement in a way materially adverse to Lenders or (ii) engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Parent Borrower and the Permitted Holdings Subsidiaries and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 6.01 7.03 to be incurred by the Parent Borrower and the Restricted Subsidiaries, (iv) any issuance or sale of its Equity Interests (including, for the avoidance of doubt, in connection with any stock option or other employee benefit plans)Interests, (v) financing activities, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions to the capital of the Parent Borrower and guaranteeing the obligations of the Parent Borrower or any Restricted Subsidiary; (vi) participating in tax, accounting and other administrative matters, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers and directorsdirectors of any Restricted Company, (ix) the making of Restricted Payments to any Parent Company with any amounts 82 received from the Parent Borrower or the Restricted Subsidiaries not in violation of this Agreement, Agreement and (x) effecting the initial public offering of its Equity Interests and/or any transaction in connection therewith, and (xi) any activities incidental to the foregoing. Holdings shall not own any Equity Interests other than those of the Parent Borrower and the Permitted Holdings Subsidiaries and all such Equity Interests shall be pledged by Holdings as Collateral. Neither of the Permitted Holdings Subsidiaries shall (i) engage in any material active trade or business, hold any Equity Interests in any other Person or (iii) incur any Indebtedness. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B) below), convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Parent Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto, thereto no Event of Default shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) )
(i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. United States or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Parent Borrower remains pledged as security for the Secured Obligations by Successor Holdings; provided that (1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security Documents.that
Appears in 1 contract
Samples: Credit and Guaranty Agreement
Permitted Activities of Holdings. Notwithstanding anything to the contrary contained herein, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations permitted to be incurred by Holdings under Section 6.1 (including, without limitation, Indebtedness and obligations owing to Company, Indebtedness and obligations under the Related Agreements, Permitted Seller Notes and Earn-Out Obligations and Indebtedness and obligations set forth on Schedule 6.1 for which Holdings is obligor as of the Effective Date), obligations to pay Transaction Costs, obligations for Taxes and administrative costs and expenses as contemplated on Sections 6.5(l) and 6.5(m), any pre-Prior Merger liabilities of Holdings which remain liabilities of Holdings after the Closing Date as a matter of law and any pre-NPC Acquisition liabilities of NPC which remain liabilities of Holdings after the Effective Date (as defined in the Existing Agreement) as a matter of law; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any material operating business or business activities; provided that the following and activity or own any activities incidental thereto shall be permitted in any event: assets other than (i) its ownership holding 100% of the Equity Interests Capital Stock of the Parent Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity InterestsCompany, (ii) performing its obligations and activities incidental thereto under the maintenance of Credit Documents, and to the extent not inconsistent therewith, the Related Agreements (iii) performing its legal existence (including the ability to incur fees, obligations under Permitted Seller Notes and Earn-Out Obligations and for Taxes and administrative costs and expenses relating to such maintenanceas contemplated by Sections 6.5(l) and 6.5(m), (iii) the performance of its obligations with respect to the Loan Documents ; and any other Indebtedness permitted under Section 6.01 to be incurred by the Parent Borrower and the Restricted Subsidiaries, (iv) any issuance or sale of its Equity Interests (including, for the avoidance of doubt, in connection with any stock option or other employee benefit plans), (v) financing activities, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions Restricted Junior Payments and Investments to the capital of the Parent Borrower and guaranteeing the obligations of the Parent Borrower or any Restricted Subsidiaryextent permitted by this Agreement; (vid) participating in tax, accounting and other administrative matters, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers and directors, (ix) the making of Restricted Payments to any Parent Company consolidate with any amounts received from the Parent Borrower or the Restricted Subsidiaries not in violation of this Agreement, (x) effecting the initial public offering of its Equity Interests and/or any transaction in connection therewith, and (xi) any activities incidental to the foregoing. Holdings shall not own any Equity Interests other than those of the Parent Borrower and all such Equity Interests shall be pledged by Holdings as Collateral. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B) below, or convey, leasetransfer or lease all or substantially all its assets to, transfer, any Person; (e) sell or otherwise dispose of all or substantially all any Capital Stock of any of its assets toSubsidiaries except to the extent permitted by Section 6.9; (f) create or acquire any other Subsidiary or make or own any Investment in any Person (other than the Parent Borrower Company and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing, and so long other than as (A) Holdings is the continuing or surviving Person permitted under Section 6.7(g); or (Bg) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person fail to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver itself out to the Administrative Agent public as a legal entity separate and distinct from all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Parent Borrower remains pledged as security for the Obligations by Successor Holdings; provided that (1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security DocumentsPersons.
Appears in 1 contract
Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness for borrowed money other than guarantees of Indebtedness under the ABL Facility by the borrowers and their subsidiaries parties thereto and permitted thereunder; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents (as defined in the ABL Credit Agreement) to which it is a party or any other Lien created in connection with the ABL Facility and Liens in the ordinary course of business of Holdings conducted in accordance with this Section 4.15 (other than in respect of Indebtedness); (c) engage in any business activity or own any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: assets other than (i) its ownership holding 100.0% of the Equity Interests Capital Stock of the Parent Borrower and activities incidental theretoIssuer and, including payment of dividends and indirectly, any other amounts in respect of their respective Equity Interestssubsidiary, (ii) performing its obligations under the maintenance of its legal existence ABL Facility, Liens (including the ability to incur fees, costs granting of Liens) and expenses relating to such maintenance)guarantees permitted thereunder, (iii) the performance of issuing its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 6.01 to be incurred by the Parent Borrower and the Restricted Subsidiariesown Capital Stock, (iv) filing tax reports and paying taxes in the ordinary course (and contesting any issuance taxes); (v) preparing reports to governmental authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure or sale of its Equity Interests to comply with applicable law; (including, for the avoidance of doubt, vii) holding Cash Equivalents and other assets received in connection with any stock option Restricted Payments or other employee benefit plans)Investments made by the Issuer and its Subsidiaries or contributions to, (v) financing activities, including or proceeds from the issuance of, issuances of securitiesCapital Stock of Holdings, incurrence of Indebtednessin each case, payment of dividends, making contributions to pending the capital of application thereof in a manner not prohibited by the Parent Borrower and guaranteeing the obligations of the Parent Borrower or any Restricted SubsidiaryABL Facility; (viix) providing indemnification for its officers, directors or members of management; (x) participating in tax, accounting and other administrative matters, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers and directors, (ix) the making of Restricted Payments to any Parent Company with any amounts received from the Parent Borrower or the Restricted Subsidiaries not in violation of this Agreement, (x) effecting the initial public offering of its Equity Interests and/or any transaction in connection therewith, and ; (xi) any the performance of its obligations under the other documents, agreements and Investments contemplated by the ABL Facility and (xii) activities incidental to the foregoing. Holdings shall not own any Equity Interests other than those of the Parent Borrower and all such Equity Interests shall be pledged by Holdings as Collateral. In addition, Holdings may ; (d) consolidate or amalgamate with, with or merge with or into, (or, in the case of clause (B) below, or convey, lease, transfer, sell transfer or otherwise dispose of lease all or substantially all of its assets to) , any Person; provided that so long as no Default or Event of Default exists or would result therefrom, Holdings may merge with any other Person (other than the Parent Borrower Issuer and any of the its Subsidiaries) if at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing, and so long as (Ai) Holdings is shall be the continuing or surviving Person or (Bii) if the Person formed by or surviving any such consolidation, amalgamation merger or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) consolidation is not Holdings Holdings, (xA) the successor Person Holdings shall expressly assume all the obligations of Holdings under this Indenture and the Securities pursuant to supplemental indentures or other documents or instruments; (B) such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law laws of the United States, any state of the U.S. thereof or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (yC) the Parent Borrower delivers Issuer shall deliver a certificate of a Responsible Officer responsible officer with respect to the satisfaction of the conditions set forth in clause under clauses (xA) of this clause and (B) and (z) 100% of the Equity Interests of the Parent Borrower remains pledged as security for the Obligations by Successor Holdingshereof; provided provided, further, that (1) if the conditions set forth in this sentence the preceding proviso are satisfied, Successor the successor Holdings will succeed to, and be substituted for, Holdings under this Agreement Indenture; or (e) fail to hold itself out to the public as a legal entity separate and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security Documentsdistinct from all other Persons.
Appears in 1 contract
Samples: Indenture (Party City Holdco Inc.)
Permitted Activities of Holdings. Holdings shall not With respect to Holdings, engage in any material operating or business activities; provided provided, that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Parent Borrower and the Permitted Holdings Subsidiary and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 6.01 7.03 to be incurred by the Parent Borrower and the Restricted Subsidiaries, (iv) any issuance or sale of its Equity Interests (including, for the avoidance of doubt, in connection with any stock option or other employee benefit plans)Interests, (v) financing activities, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions to the capital of the Parent Borrower and guaranteeing the obligations of the Parent Borrower or any Restricted Subsidiary; (vi) participating in tax, accounting and other administrative matters, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers and directorsdirectors of any Restricted Company, (ix) the making of Restricted Payments to Parent (or any Parent Company other direct or indirect parent company of the Borrower) with any amounts received from the Parent Borrower or the Restricted Subsidiaries not in violation of this Agreement, Agreement and (x) effecting the initial public offering of its Equity Interests and/or any transaction in connection therewith, and (xi) any activities incidental to the foregoing. Holdings shall not own any Equity Interests other than those of the Parent Borrower and the Permitted Holdings Subsidiary and all such Equity Interests shall be pledged by Holdings as Collateral. The Permitted Holdings Subsidiary shall not (i) engage in any material active trade or business, (ii) hold any Equity Interests in any other Person or (iii) incur any Indebtedness. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B) below), convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Parent Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto, thereto no Event of Default shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) )
(i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. United States or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Parent Borrower remains pledged as security for the Secured Obligations by Successor Holdings; provided that provided, that
(1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security Collateral Documents.
Appears in 1 contract
Samples: Amendment No. 1 (Black Knight, Inc.)
Permitted Activities of Holdings. With respect to Holdings, (i) prior to the consummation of a Permitted Spin-Off Transaction, amend the Holdings shall not LLC Agreement in a way materially adverse to Lenders or (ii) engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Parent Borrower and the Permitted Holdings Subsidiaries and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 6.01 7.03 to be incurred by the Parent Borrower and the Restricted Subsidiaries, (iv) any issuance or sale of its Equity Interests (including, for the avoidance of doubt, in connection with any stock option or other employee benefit plans)Interests, (v) financing activities, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions to the capital of the Parent Borrower and guaranteeing the obligations of the Parent Borrower or any Restricted Subsidiary; (vi) participating in tax, accounting and other administrative matters, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers and directorsdirectors of any Restricted Company, (ix) the making of Restricted Payments to Parent (or any Parent Company other direct or indirect parent company of the Borrower) with any amounts received from the Parent Borrower or the Restricted Subsidiaries not in violation of this Agreement, Agreement and (x) effecting the initial public offering of its Equity Interests and/or any transaction in connection therewith, and (xi) any activities incidental to the foregoing. Holdings shall not own any Equity Interests other than those of the Parent Borrower and the Permitted Holdings Subsidiaries and all such Equity Interests shall be pledged by Holdings as Collateral. Neither of the Permitted Holdings Subsidiaries shall (i) engage in any material active trade or business, (ii) hold any Equity Interests in any other Person or (iii) incur any Indebtedness. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B) below), convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Parent Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto, thereto no Event of Default shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. United States or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Parent Borrower remains pledged as security for the Secured Obligations by Successor Holdings; provided that that
(1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect communications expressly permitted hereunder to be given by telephone shall be made to the value of its Guaranty applicable telephone number, as follows:
(i) if to the Borrower, the Administrative Agent, the L/C Issuer or the Collateral Swing Line Lenders, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and
(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent, the L/C Issuer and subject the Swing Line Lenders.; and
(iii) if to compliance with any applicable requirements the Administrative Agent in any Security Documentsrespect of a supplement to the Disqualified Institution Schedule 1.01C as set forth in the definition thereof, such supplement to be delivered to the email address XXXXX_Xxxxxxx@xxxxxxxx.xxx.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Black Knight Financial Services, Inc.)
Permitted Activities of Holdings. With respect to Holdings, (i) prior to the consummation of a Permitted Spin-Off Transaction, amend the Holdings shall not LLC Agreement in a way materially adverse to Lenders or (ii) engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Parent Borrower and the Permitted Holdings Subsidiaries and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 6.01 7.03 to be incurred by the Parent Borrower and the Restricted Subsidiaries, (iv) any issuance or sale of its Equity Interests (including, for the avoidance of doubt, in connection with any stock option or other employee benefit plans)Interests, (v) financing activities, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions to the capital of the Parent Borrower and guaranteeing the obligations of the Parent Borrower or any Restricted Subsidiary; (vi) participating in tax, accounting and other administrative matters, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers and directorsdirectors of any Restricted Company, (ix) the making of Restricted Payments to Parent (or any Parent Company other direct or indirect parent company of the Borrower) with any amounts received from the Parent Borrower or the Restricted Subsidiaries not in violation of this Agreement, Agreement and (x) effecting the initial public offering of its Equity Interests and/or any transaction in connection therewith, and (xi) any activities incidental to the foregoing. Holdings shall not own any Equity Interests other than those of the Parent Borrower and the Permitted Holdings Subsidiaries and all such Equity Interests shall be pledged by Holdings as Collateral. Neither of the Permitted Holdings Subsidiaries shall (i) engage in any material active trade or business, (ii) hold any Equity Interests in any other Person or (iii) incur any Indebtedness. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B) below), convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Parent Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto, thereto no Event of Default shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. United States or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Parent Borrower remains pledged as security for the Secured Obligations by Successor Holdings; provided that that
(1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security Collateral Documents.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Fidelity National Financial, Inc.)
Permitted Activities of Holdings. Holdings shall not (i) own any Equity Interests other than those of the Borrower or (ii) engage in any material operating or business activities; provided that activities other than the following activities and any activities incidental thereto shall be permitted in any event: thereto:
(ia) its the ownership of the Equity Interests of the Parent Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, Borrower;
(iib) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance) and any activities required to comply with applicable Laws;
(c) the entry into (including the giving of any guaranty with respect to), (iii) the and performance of its obligations with respect to to, the Loan Documents Documents, any Incremental Equivalent Debt, any Credit Agreement Refinancing Indebtedness, any Permitted Ratio Debt, any Incurred Acquisition Debt or any Permitted Refinancing of any of the foregoing;
(d) participating in tax, accounting and any other Indebtedness permitted under Section 6.01 administrative matters, including those relating to be incurred by its Subsidiaries, as owner of the Parent Borrower or (if applicable) as a member of the consolidated group of Holdings and the Restricted SubsidiariesBorrower;
(e) establishing and maintaining bank accounts, and holding any (ivi) any issuance or sale of its Equity Interests cash and Cash Equivalents and (including, for ii) the avoidance of doubt, proceeds received in connection with any stock option or Restricted Payments in accordance with Section 7.06 pending application thereof;
(f) entering into employment agreements and other employee benefit plans)arrangements with officers and directors, and providing indemnification to officers, managers and directors;
(vg) financing activities, including the issuance of securities, incurrence of Indebtednessdebt, payment of dividends, making contributions to the capital of the Parent Borrower and guaranteeing the obligations of the Parent Borrower or and its Subsidiaries;
(h) any Restricted Subsidiary; issuances of Qualified Equity Interests not resulting in a Change of Control;
(vii) participating in tax, accounting and other administrative matters, (viii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers and directors, (ix) the making of Restricted Payments to any Parent Company with any amounts received from the Parent Borrower or the Restricted Subsidiaries not in violation of this Agreement, (x) effecting the initial public offering of its common stock or any other issuance or sale of its Equity Interests and/or Interests, (ii) any transaction in connection therewithactivities 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, and (xiiii) any activities incidental to compliance with the foregoing. Holdings shall not own 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 securities or with Debt Securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders;
(j) concurrently with any issuance pursuant to clause (h) or (i) above, the redemption, purchase or retirement of any Equity Interests other than those of Holdings using the Parent Borrower and all such proceeds of, or conversion or exchange of any Equity Interests shall be pledged by of Holdings as Collateral. In additionfor, Holdings may consolidate or amalgamate with, or merge with or into, such Qualified Equity Interest;
(or, in k) the case of clause (B) below, convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Parent Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuingobtainment of, and so long as the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement;
(A1) to the extent Holdings is the continuing or surviving Person or (B) if in whose name the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer consolidated financial statements with respect to the satisfaction Borrower and its Subsidiaries are prepared, providing a guaranty (or similar assurance such as a performance guaranty) in the ordinary course of business to customers, suppliers, vendors, lessors and licensors to the conditions set forth in clause (x) of this clause (B) Borrower and (z) 100% of the Equity Interests of the Parent Borrower remains pledged as security for the Obligations by Successor Holdings; provided that (1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security Documents.Restricted Subsidiaries;
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Permitted Activities of Holdings. Holdings shall will not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Parent Borrower and activities incidental theretoBorrower, including receipt and payment of dividends Restricted Payments and other amounts in respect of their respective Equity InterestsInterests permitted to be made by the Borrower pursuant to the terms of this Agreement, (ii) 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), (iii) the performance of its obligations with respect to the Loan Transactions (including under the Acquisition Agreement), the Credit Documents, the Second Lien Credit Documents and any other documents governing Indebtedness permitted under Section 6.01 to be incurred by of the Parent Borrower and the Restricted SubsidiariesSubsidiaries permitted hereby, (iv) any public offering of its common equity or any other issuance or sale of its Equity Interests (including, for the avoidance of doubt, in connection with any stock option or other employee benefit plans)Interests, (v) financing activities, including the issuance of securities, equity securities and the incurrence of Indebtednessunsecured holding company debt (provided that (1) neither the Borrower nor any Restricted Subsidiary is a borrower or a guarantor with respect to such debt and (2) such debt shall have a final maturity date that is after the then existing Latest Term Loan Maturity Date); provided that, payment Holdings shall not, in any event, be permitted to incur any secured |US-DOCS\101663612.13131839430.6|| Indebtedness (other than any guarantee obligations in respect of dividendssecured Indebtedness of the Borrower and its Restricted Subsidiaries permitted to be incurred pursuant to Section 10.1), (vi) the receipt and the making (or payment) of dividends and distributions, making contributions to the capital of the Parent Borrower and its Restricted Subsidiaries and guaranteeing the obligations of the Parent Borrower or any and its other Restricted Subsidiary; Subsidiaries, (vivii) the IPO Reorganization Transactions, (viii) if applicable, participating in tax, accounting and other administrative mattersmatters as a member of the consolidated group and the provision of administrative and advisory services (including treasury and insurance services) to the Borrower and its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (viiix) holding any cash or property (but not operating any property) (excluding any Equity Interest of any Person other than the Borrower), (viii) providing indemnification to officers and directors, (ixx) repurchases of Indebtedness through open market purchases and Dutch auctions, (xi) 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, (xii) the making of Restricted Payments to Investments consisting of Cash Equivalents, (xiii) any Parent Company transaction with any amounts received from the Parent Borrower or any Restricted Subsidiary to the Restricted Subsidiaries not in violation of extent expressly permitted under this Agreement, (x) effecting the initial public offering of its Equity Interests and/or any transaction in connection therewith, Section 10 and (xixiv) any activities incidental or reasonably related to the foregoing. Holdings shall not own any Equity Interests other than those of the Parent Borrower and all such Equity Interests shall be pledged by Holdings as Collateral. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B) below, convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Parent Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Holdings”) (i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Parent Borrower remains pledged as security for the Obligations by Successor Holdings; provided that (1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security Documents.
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Samples: First Lien Credit Agreement (HireRight Holdings Corp)
Permitted Activities of Holdings. Holdings shall not With respect to Holdings, engage in any material operating or business activities; provided provided, that the following and any activities incidental thereto shall be permitted in any event: (i) its ownership of the Equity Interests of the Parent Borrower and the Permitted Holdings Subsidiary and activities incidental thereto, including payment of dividends and other amounts in respect of their respective Equity Interests, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents and any other Indebtedness permitted under Section 6.01 7.03 to be incurred by the Parent Borrower and the Restricted Subsidiaries, (iv) any issuance or sale of its Equity Interests (including, for the avoidance of doubt, in connection with any stock option or other employee benefit plans)Interests, (v) financing activities, including the issuance of securities, incurrence of Indebtedness, payment of dividends, making contributions to the capital of the Parent Borrower and guaranteeing the obligations of the Parent Borrower or any Restricted Subsidiary; (vi) participating in tax, accounting and other administrative matters, (vii) holding any cash or property (but not operating any property), (viii) providing indemnification to officers and directorsdirectors of any Restricted Company, (ix) the making of Restricted Payments to Parent (or any Parent Company other direct or indirect parent company of the Borrower) with any amounts received from the Parent Borrower or the Restricted Subsidiaries not in violation of this Agreement, Agreement and (x) effecting the initial public offering of its Equity Interests and/or any transaction in connection therewith, and (xi) any activities incidental to the foregoing. Holdings shall not own any Equity Interests other than those of the Parent Borrower and all such Equity Interests shall be pledged by Holdings as Collateral. In addition, Holdings may consolidate or amalgamate with, or merge with or into, (or, in the case of clause (B) below, convey, lease, transfer, sell or otherwise dispose of all or substantially all of its assets to) any other Person (other than the Parent Borrower and any of the Subsidiaries) if at the time thereof and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing, and so long as (A) Holdings is the continuing or surviving Person or (B) if the Person formed by or surviving any such consolidation, amalgamation or merger (or the Person to whom Holdings conveyed, leased, transferred, sold or otherwise disposed of all or substantially all of its assets to) is not Holdings (x) the successor Person (such successor Person, which shall not be an operating company, and shall not hold any Equity Interest directly or indirectly in any operating company, “Successor Permitted Holdings”)
(i) shall deliver to the Administrative Agent all information as may be reasonably requested by the Administrative Agent to satisfy any applicable “know your customer” requirements, (ii) shall be an entity organized or existing under the law of any state of the U.S. United States or the District of Columbia and (iii) expressly assumes all obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (y) the Parent Borrower delivers a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause (B) and (z) 100% of the Equity Interests of the Parent Borrower remains pledged as security for the Secured Obligations by Successor Holdings; provided provided, that (1) if the conditions set forth in this sentence are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and (2) it is understood and agreed that Holdings may convert into another form of entity so long as such conversion does not adversely affect the value of its Guaranty or the Collateral and subject to compliance with any applicable requirements in any Security Collateral Documents.
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