Common use of Permitted Activities of Parent Clause in Contracts

Permitted Activities of Parent. Notwithstanding anything to the contrary contained herein, Parent shall not engage in any material business or activity or own any material assets other than (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, in each case, solely as permitted pursuant to this Agreement, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance) and compliance with all applicable Laws, (iii) the performance of its obligations as a holding company and as a Guarantor and as a guarantor of any Debt or obligations permitted to be incurred hereunder, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests or any merger permitted by Section 11.4, (v) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and Borrower, (vi) the making of any Restricted Payments or Investments permitted to be made, and the incurrence of, and performance of its obligations under, any Debt or other obligations permitted to be incurred, by Parent pursuant to this Agreement; provided that the only Debt for borrowed money Parent is permitted to borrow is Permitted Parent Debt and Permitted Convertible Debt, (vii) providing indemnification to officers and directors in the ordinary course of business, (viii) activities relating to employees of the Loan Parties (including its obligations under any stock option or stock purchase plan or benefit or compensation plan or other similar plan or under any employment agreement); (ix) [reserved]; (x) the issuance and sale of, and its obligations under, its Equity Interests as permitted hereunder, (xi) entering into the Loan Documents and the documents relating to any Permitted Parent Debt or Permitted Convertible Debt, (xii) its obligations under any acquisition agreement relating to any Permitted Acquisition or other Investment permitted hereunder or under any agreement related to any Asset Sale permitted hereunder, (xiii) holding cash and Cash Equivalent Investments, (xiv) maintaining, entering into and performing its obligations in respect of leases of real property to the extent in the ordinary course of business consistent with past practices, (xv) entering into and performing its obligations under any Permitted Bond Hedge Transaction or Permitted Warrant Transaction and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities of Parent. Notwithstanding anything to the contrary contained herein, Parent shall not engage in any material business or activity or own any material assets other than (i) its ownership of the Equity Interests of Borrower capital stock of, and the management of, the Issuer and, indirectly, its Subsidiaries and activities incidental thereto, including payment of dividends and other amounts ; provided that Parent may engage in respect of its Equity Interests, in each case, solely as permitted pursuant those activities that are incidental to this Agreement, (iii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance) and in compliance with all applicable Lawslaw, (ii) legal, tax and accounting matters in connection with any of the foregoing or following activities, (iii) the performance of entering into, and performing its obligations as a holding company under, this Indenture, the New Term Loan Credit Agreement, the New ABL Credit Agreement, the Security Documents, the Acquisition Agreement, the Advisory Agreement and as a Guarantor and as a guarantor the other definitive documentation entered into in connection with any of any Debt or obligations permitted to be incurred hereunderthe foregoing, (iv) any public offering of its common stock the issuance, sale or any other issuance or sale repurchase of its Equity Interests or any merger permitted by Section 11.4and the receipt of capital contributions, (v) if applicable, participating in tax, accounting and other administrative matters as a member the making of the consolidated group of Parent and Borrowerdividends or distributions on its Equity Interests, (vi) the making filing of any Restricted Payments or Investments permitted to be maderegistration statements, and the incurrence ofcompliance with applicable reporting and other obligations, and performance of its obligations underunder federal, any Debt state or other obligations permitted to be incurred, by Parent pursuant to this Agreement; provided that the only Debt for borrowed money Parent is permitted to borrow is Permitted Parent Debt and Permitted Convertible Debtsecurities laws, (vii) providing indemnification to officers the listing of its equity securities and directors compliance with applicable reporting and other obligations in the ordinary course of businessconnection therewith, (viii) activities relating to employees the retention of (and the Loan Parties (including its entry into, and exercise of rights and performance of obligations under any stock option or stock purchase plan or benefit or compensation plan or in respect of, contracts and agreements with) transfer agents, private placement agents, underwriters, counsel, accountants and other similar plan or under any employment agreement); advisors and consultants, (ix) [reserved]; the performance of obligations under and compliance with its certificate of incorporation and by-laws, or any applicable law, ordinance, regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of or in connection with the activities of its Subsidiaries, (x) the issuance incurrence and sale of, payment of its operating and business expenses and any taxes for which it may be liable (including reimbursement to Affiliates for such expenses paid on its obligations under, its Equity Interests as permitted hereunderbehalf), (xi) entering into the Loan Documents and consummation of the documents relating to any Permitted Parent Debt or Permitted Convertible DebtTransactions, (xii) its obligations under any acquisition agreement relating the making of loans to any Permitted Acquisition or other Investment permitted hereunder Investments in, or under incurrence of Indebtedness from, the Issuer (or in the case of incurrence of Indebtedness, from any agreement related Wholly Owned Domestic Subsidiary which is a Subsidiary Guarantor) as and to any Asset Sale permitted hereunderthe extent not prohibited by this Indenture, (xiii) holding cash any other activity expressly contemplated by this Indenture to be engaged in by Parent, including, without limitation, repurchases of Indebtedness of the Issuer and Cash Equivalent Investmentsentry into and performance of Guarantees of Indebtedness as permitted under the New Term Loan Credit Agreement and the New ABL Credit Agreement, and, subject to any applicable limitations set forth herein, other permitted Indebtedness of the Issuer and its Restricted Subsidiaries and (xiv) maintainingpurchases, entering into and performing its obligations in respect of leases of real property investments or other acquisitions by Parent which are, promptly following such a transaction, contributed to the extent in the ordinary course of business consistent with past practices, (xv) entering into and performing its obligations under Issuer or any Permitted Bond Hedge Transaction or Permitted Warrant Transaction and (xvi) any activities incidental or reasonably related to the foregoingGuarantors.

Permitted Activities of Parent. Notwithstanding anything to the contrary contained herein, except (x) to the extent permitted pursuant to Section 6.13(f) or (y) in connection with or subsequent to a SPAC Transaction, Parent shall not not: (a) incur, directly or indirectly, any Indebtedness or any other material obligation or liability whatsoever other than the Obligations and any other obligation under the Closing Date Contribution Documents or any Credit Document or as otherwise permitted under this Section 6.1; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than as otherwise permitted pursuant to Section 6.2; (c) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (d) create or acquire any direct Restricted Subsidiary or make or own any direct Investment in any Person other than in the Holding Companies or Borrowers and cash and Cash Equivalents; (e) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons; or (f) engage in any material business or activity or own any material assets other than than, in each case, (i) its ownership of the Equity Interests of Borrower the Holding Companies or Borrowers and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, in each case, solely as permitted not prohibited pursuant to this Agreement, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance) and the performance of obligations under and in compliance with all applicable Lawsits Organizational Documents to the extent not prohibited hereunder, (iii) the performance of its obligations as a holding company and as a Guarantor and as a guarantor of any Debt or obligations permitted to be incurred hereunderGuarantor, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests or any merger permitted by Section 11.4Interests, (v) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and Borrowerthe Borrowers and their respective Subsidiaries, (vi) the making or receipt of any Restricted Payments or Investments permitted to be mademade or received, and the incurrence ofor Indebtedness incurred, and performance of its obligations under, any Debt or other obligations permitted to be incurredas applicable, by Parent pursuant to this Agreement; provided that the only Debt for borrowed money Parent is permitted to borrow is Permitted Parent Debt and Permitted Convertible Debt, (vii) providing indemnification to officers and directors in the ordinary course of business, (viii) activities relating to employees executing, delivering and the performance of the Loan Parties (including its rights and obligations under any stock option or stock purchase plan or benefit or compensation plan or other similar plan or under any employment agreement); (ix) [reserved]; (x) the issuance and sale ofCredit Documents, and its obligations under, its Equity Interests as permitted hereunder, (xi) entering into the Loan Closing Date Contribution Documents and the any documents relating to any Permitted Parent Debt or Permitted Convertible Debt, (xii) its obligations under any acquisition and agreement relating to any Permitted Acquisition or other Investment permitted hereunder or to which it is a party, (ix) performance of rights and obligations under any agreement Management Agreement to which it is a party, (x) purchasing and holding Equity Interests (to the extent not constituting Disqualified Equity Interests) of the Holding Companies and Borrowers, (xi) making capital contributions to the Holding Companies or Borrowers, including from amounts contributed to Parent and held temporarily prior to such contribution, (xii) taking actions in furtherance of and consummating a Qualified IPO, and fulfilling all initial and ongoing obligations related to any Asset Sale permitted hereunderthereto, (xiii) holding cash execution and Cash Equivalent Investmentsdelivery of, and the performance of rights and obligations under, any employment agreements and any documents related thereto, (xiv) maintaining, entering into and performing its obligations purchasing Obligations in respect of leases of real property to the extent in the ordinary course of business consistent accordance with past practicesthis Agreement, (xv) entering into transactions expressly described herein in which Parent may engage, including the ownership of assets contemplated by such transactions, (xvi) execution and performing its delivery of, and the performance of rights and obligations under under, any Permitted Bond Hedge Transaction guarantees of leases or Permitted Warrant Transaction insurance obligations or other guarantees expressly permitted hereunder (including in connection with workers compensation insurance or self-insurance), (xvii) holding any Restricted Payment permitted hereunder temporarily pending further distribution, (xviii) activities required to comply with applicable Laws, (xix) the maintenance and administration of stock option and stock ownership plans, (xx) the obtainment of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise permitted by this Agreement, and (xvixxi) any activities incidental or reasonably related to the foregoing, including holding Cash and Cash Equivalents (together with any investment income thereon).

Permitted Activities of Parent. Notwithstanding anything to the contrary contained herein, Parent shall not conduct, transact, or otherwise engage in any material business or activity or own any material assets other than operating assets; provided that notwithstanding the foregoing, the following shall be permitted, along with the performance of the obligations and activities so described and any activities incidental thereto (in each case, to the extent otherwise not prohibited by this Agreement): (i) its ownership of the Equity Interests of Borrower the Subsidiaries and activities incidental thereto, including payment of dividends and any other amounts in respect of its Equity Interests, in each case, solely as Interests permitted pursuant to be acquired or held by such Loan Party under this Agreement, ; (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance) and compliance with all applicable Laws, ); (iii) the performance of its obligations as a holding company with respect to the Indebtedness and as a Guarantor other obligations under the Loan Documents, the Senior Unsecured Notes, Refinancing Indebtedness and as a guarantor of any Debt or obligations the Permitted Additional Indebtedness and other Indebtedness permitted to be incurred hereunder, by the Parent under Section 6.01; (iv) any public offering Qualified Public Offering; (v) any intercompany obligations; (vi) the transfer or other disposition of its common stock or any other issuance or sale of its Equity Interests or any merger permitted by Section 11.4, other assets to another Loan Party; (vvii) if applicable, making contributions to the capital of its Subsidiaries; (viii) guaranteeing the obligations of the Subsidiaries solely to the extent such obligations are not prohibited hereunder; (ix) participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and Borrower, Group; (vix) the making of any Restricted Payments or and Investments permitted to be mademade by such Loan Party by this Agreement; (xi) transactions that comply with Section 6.03(a); (xii) any Permitted Acquisition of a Person that will become a Loan Party upon consummation of such Permitted Acquisition in accordance with Section 5.11(a), and or the incurrence of, and performance creation of its obligations under, a Subsidiary that will become a Loan Party upon such creation; (xiii) holding any Debt cash or other obligations property received in connection with Restricted Payments permitted to be incurred, made pending application thereof by Parent pursuant to this Agreement; provided that the only Debt for borrowed money Parent is permitted to borrow is Permitted Parent Debt and Permitted Convertible Debt, Parent; (viixiv) providing indemnification to officers and directors in the ordinary course of business, (viii) activities relating to employees of the Loan Parties (including its obligations under any stock option or stock purchase plan or benefit or compensation plan or other similar plan or under any employment agreement)directors; (ix) [reserved]; (x) the issuance and sale of, and its obligations under, its Equity Interests as permitted hereunder, (xi) entering into the Loan Documents and the documents relating to any Permitted Parent Debt or Permitted Convertible Debt, (xii) its obligations under any acquisition agreement relating to any Permitted Acquisition or other Investment permitted hereunder or under any agreement related to any Asset Sale permitted hereunder, (xiii) holding cash and Cash Equivalent Investments, (xiv) maintaining, entering into and performing its obligations in respect of leases of real property to the extent in the ordinary course of business consistent with past practices, and (xv) entering into and performing its obligations under the amendment of any Permitted Bond Hedge Transaction or Permitted Warrant Transaction and (xvi) any activities incidental or reasonably related to of the foregoingforegoing not otherwise prohibited by this Agreement.

Permitted Activities of Parent. Notwithstanding anything to the contrary contained herein, Parent shall not (a) incur, directly or indirectly, any Indebtedness or any other material liabilities; provided that Parent may (i) incur Indebtedness and obligations under this Agreement, the other Credit Documents, the ABL Loan Documents, the Senior Unsecured Notes Documents, any Incremental Equivalent Debt, any other debtIndebtedness permitted to be incurred hereunder and any Refinancing Indebtedness in respect of which it is permitted to be an obligor and guarantees of other Indebtedness permitted hereunder, (ii) in the ordinary course of business, provide guarantees of obligations of its Restricted Subsidiaries that do not constitute Indebtedness, (iii) incur liabilities imposed by law, including liabilities in respect of Taxes, and other liabilities incidental to its existence and permitted business and activities, (iv) incur fees, costs and expenses relating to overhead and general operating, including professional fees for legal, tax and accounting issues and (v) incur Indebtedness of Parent representing deferred compensation to employees, consultants or independent contractors and unsecured Indebtedness consisting of promissory notes issued by any Credit Party to future, present or former employees, directors, officers, managers, distributors or consultants of the Borrower, Parent or any of its Subsidiaries; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed 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 business or activity or own any material assets other than (i) owning immaterial assets incidental to its ownership existence and permitted business and activities, (ii) holding 100.00% of the Equity Interests of Borrower and U.S. Borrower, (iii) engaging in activities incidental theretoto maintain legal existence of Parent, including payment of dividends and other amounts in respect of its Equity Interests, in each case, solely as permitted pursuant to this Agreement, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance) and compliance with all applicable Laws, (iiiiv) the entry into, and exercise of rights and performance of its obligations as a holding company in respect of this Agreement and as a Guarantor and as a guarantor of any Debt or obligations other Credit Document, ABL Loan Documents, the Senior Unsecured Notes Documents, any Incremental Equivalent Debt, any other Indebtedness permitted to be incurred hereunder and any Refinancing Indebtedness in respect of which it is permitted to be an obligor and guarantees of other Indebtedness permitted hereunder, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests or any merger permitted by Section 11.4, (v) if applicableholding and making investments in Cash and Cash Equivalents to the extent and for the purposes permitted under this Section, (vi) making Restricted Junior Payments to the extent permitted by this Agreement, (vii) participating in activities incidental to the consummation of the Transactions, (viii) as may be required by law, filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes), (ix) participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and the U.S. Borrower, (vix) in the case of Parent, issuing its own Equity Interests (including, for the avoidance of doubt, any public offering of its common stock or any other issuance or registration of its Equity Interest for sale or resale, the making of any Restricted Payments dividend or Investments permitted to be made, and the incurrence distribution on account of, and performance of its obligations underor any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any Debt or other obligations permitted to be incurred, by Parent pursuant to this Agreement; provided that the only Debt for borrowed money Parent is permitted to borrow is Permitted Parent Debt and Permitted Convertible Debt, (vii) providing indemnification to officers and directors in the ordinary course shares of business, (viii) activities relating to employees any class of the Loan Parties (including its obligations under any stock option or stock purchase plan or benefit or compensation plan or other similar plan or under any employment agreement); (ix) [reserved]; (x) the issuance and sale of, and its obligations under, its Equity Interests as permitted hereunderby Section 6.4), (xi) entering into the Loan Documents repurchasing Indebtedness through open market purchases and the documents relating to any Permitted Parent Debt or Permitted Convertible Debt, Dutch auctions; (xii) preparing reports to Governmental Authorities and to its obligations under any acquisition agreement relating to any Permitted Acquisition or other Investment permitted hereunder or under any agreement related to any Asset Sale permitted hereundershareholders, (xiii) holding cash director and Cash Equivalent Investmentsshareholder meetings and preparing organizational records, (xiv) maintainingmaking Investments in U.S. Borrower and its Subsidiaries in connection with intercompany cash management arrangements, entering into including receiving, holding and performing its obligations applying Cash and Cash Equivalents in respect of leases of real property to the extent in the ordinary course of business consistent with past practicesconnection therewith, (xv) entering into providing indemnification and performing severance arrangements for its obligations under any Permitted Bond Hedge Transaction current or Permitted Warrant Transaction former officers, directors, members of management, managers, employees and advisors or consultants and (xvi) any other activities incidental or reasonably related to the foregoingbusinesses or activities described in the foregoing or (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person.

Permitted Activities of Parent. Notwithstanding anything to the contrary contained herein, Parent shall not (a) incur, directly or indirectly, any Indebtedness or any other material liabilities; provided that Parent may (i) incur Indebtedness and obligations under this Agreement, the other Credit Documents, the ABL Loan Documents, the Senior Unsecured Notes Documents, any Incremental Equivalent Debt, any other debt permitted to be incurred hereunder and any Refinancing Indebtedness in respect of which it is permitted to be an obligor and guarantees of other Indebtedness permitted hereunder, (ii) in the ordinary course of business, provide guarantees of obligations of its Restricted Subsidiaries that do not constitute Indebtedness, (iii) incur liabilities imposed by law, including liabilities in respect of Taxes, and other liabilities incidental to its existence and permitted business and activities, (iv) incur fees, costs and expenses relating to overhead and general operating, including professional fees for legal, tax and accounting issues and (v) incur Indebtedness of Parent representing deferred compensation to employees, consultants or independent contractors and unsecured Indebtedness consisting of promissory notes issued by any Credit Party to future, present or former employees, directors, officers, managers, distributors or consultants of the Borrower, Parent or any Subsidiaries; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed 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 business or activity or own any material assets other than (i) owning immaterial assets incidental to its ownership existence and permitted business and activities, (ii) holding 100.00% of the Equity Interests of Borrower and Borrower, (iii) engaging in activities incidental theretoto maintain legal existence of Parent, including payment of dividends and other amounts in respect of its Equity Interests, in each case, solely as permitted pursuant to this Agreement, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance) and compliance with all applicable Laws, (iii) the performance of its obligations as a holding company and as a Guarantor and as a guarantor of any Debt or obligations permitted to be incurred hereunder, (iv) any public offering the entry into, and exercise of its common stock or rights and performance of obligations in respect of this Agreement and any other issuance or sale Credit Document, ABL Loan Documents, the Senior Unsecured Notes Documents, any Incremental Equivalent Debt and any Refinancing Indebtedness in respect of its Equity Interests or any merger which it is permitted by Section 11.4to be an obligor, (v) if applicableholding and making investments in Cash and Cash Equivalents to the extent and for the purposes permitted under this Section, (vi) making Restricted Junior Payments to the extent permitted by this Agreement, (vii) participating in activities incidental to the consummation of the Transactions, (viii) as may be required by law, filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes), (ix) participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and the Borrower, (vix) in the case of Parent, issuing its own Equity Interests (including, for the avoidance of doubt, any public offering of its common stock or any other issuance or registration of its Equity Interest for sale or resale, the making of any Restricted Payments dividend or Investments permitted to be made, and the incurrence distribution on account of, and performance of its obligations underor any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any Debt or other obligations permitted to be incurred, by Parent pursuant to this Agreement; provided that the only Debt for borrowed money Parent is permitted to borrow is Permitted Parent Debt and Permitted Convertible Debt, (vii) providing indemnification to officers and directors in the ordinary course shares of business, (viii) activities relating to employees any class of the Loan Parties (including its obligations under any stock option or stock purchase plan or benefit or compensation plan or other similar plan or under any employment agreement); (ix) [reserved]; (x) the issuance and sale of, and its obligations under, its Equity Interests as permitted hereunderby Section 6.4), (xi) entering into the Loan Documents repurchasing Indebtedness through open market purchases and the documents relating to any Permitted Parent Debt or Permitted Convertible Debt, Dutch auctions; (xii) preparing reports to Governmental Authorities and to its obligations under any acquisition agreement relating to any Permitted Acquisition or other Investment permitted hereunder or under any agreement related to any Asset Sale permitted hereundershareholders, (xiii) holding cash director and Cash Equivalent Investmentsshareholder meetings and preparing organizational records, (xiv) maintainingmaking Investments in Borrower and its Subsidiaries in connection with intercompany cash management arrangements, entering into including receiving, holding and performing its obligations applying Cash and Cash Equivalents in respect of leases of real property to the extent in the ordinary course of business consistent with past practicesconnection therewith, (xv) entering into providing indemnification and performing severance arrangements for its obligations under any Permitted Bond Hedge Transaction current or Permitted Warrant Transaction former officers, directors, members of management, managers, employees and advisors or consultants and (xvi) any other activities incidental or reasonably related to the foregoingbusinesses or activities described in the foregoing or (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person.