Restrictions on Holdings. Notwithstanding anything to the contrary in this Agreement, Holdings shall not (a) own any property other than cash and Cash Equivalents and the Equity Interests of the Borrower or one or more other Subsidiaries, (b) have any liabilities other than (i) obligations under the Loan Documents, its Organization Documents and contracts and agreements (including with respect to indemnities) with officers, directors, consultants and employees of Holdings relating to their employment, services or directorships, (ii) obligations under certain customer contracts entered into as part of the transition of the operational activities of the Consolidated group from Holdings to the Borrower, so long as either (1) such contracts are assigned to the Borrower within 180 days after the Closing Date or (2) such obligations are immaterial, (iii) tax liabilities in the ordinary course of business or incurred as a member of the Consolidated group of Holdings and its Subsidiaries, and (iv) corporate, administrative and operating expenses incurred in the ordinary course of business, or (c) engage in any business other than (i) maintaining its existence and activities related thereto, (ii) owning the Equity Interests of the Borrower or one or more other Subsidiaries and activities incidental or related thereto, (iii) performing its obligations under the Loan Documents and contracts and agreements (including with respect to indemnities) with officers, directors, consultants and employees of Holdings relating to their employment, services or directorships and (iv) activities in the ordinary course reasonably related to the foregoing.
Restrictions on Holdings. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, permit Holdings to: (a) own any material property, other than the Capital Stock in the Borrower; (b) have any material liabilities, other than (i) obligations under the Loan Documents and the Exchange Agreement and contracts and agreements (including with respect to indemnities) with its respective officers, directors, consultants and employees relating to their employment, services or directorships, (ii) tax liabilities in the ordinary course of business, and (iii) corporate, administrative and operating expenses incurred in the ordinary course of business; or (c) engage in any business, other than (i) owning the Capital Stock in the Borrower and activities incidental or related thereto, and (ii) performing its obligations under the Loan Documents, the Exchange Agreement, and contracts and agreements (including with respect to indemnities) with its respective officers, directors, consultants and employees relating to their employment, services or directorships.
Restrictions on Holdings. Notwithstanding anything to the contrary in this Agreement, Holdings shall not (a) hold any material property other than cash and Cash Equivalents and Equity Interests of the Borrower, (b) have any material liabilities other than (i) obligations under the Loan Documents, its Organization Documents and contracts and agreements (including with respect to indemnities) with officers, directors, consultants and employees of Holdings relating to their employment, services or directorships, (ii) tax liabilities in the ordinary course of business or incurred as a member of the consolidated group of Holdings and its Subsidiaries, and (iii) corporate, administrative and operating expenses incurred in the ordinary course of business, or (c) engage in any business other than (i) maintaining its existence and activities related thereto, (ii) owning the Equity Interests of its Subsidiaries and activities incidental or related thereto, (iii) performing its obligations under the Loan Documents, documents evidencing Permitted Acquisitions and contracts and agreements (including with respect to indemnities) with officers, directors, consultants and employees of Holdings relating to their employment, services or directorships and (iv) activities in the ordinary course reasonably related to the foregoing.
Restrictions on Holdings. (a) Pre-Distribution Period. Holdings shall not take any action (such action to include, if relevant, the issuance of Holdings Capital Stock upon the exercise by the holders thereof of options or convertible securities issued by Holdings) during the Pre-Distribution Period if, as a result of taking such action, Holdings would issue a number of shares of Holdings Capital Stock (including by way of the exercise of stock options or convertible securities or the issuance of restricted stock) that would cause Continental to cease to have Tax Control of Holdings, unless prior to the consummation of such transaction Continental has determined, in its sole and absolute discretion, that such transaction would not jeopardize the Tax-Free Status of the Distribution. Notwithstanding the foregoing provisions of this Section 4.1(a), Holdings shall be permitted to issue stock options to its employees so long as (i) Holdings repurchases sufficient shares of issued and outstanding Holdings Capital Stock on or prior to the date such options are exercisable to insure that, assuming the exercise of all exercisable options, Continental would not cease to have Tax Control of Holdings and (ii) Holdings provides Continental with prior written notification of the procedures by which Holdings intends to comply with its obligation described in clause (i) above and Continental approves of such procedures (which approval shall not be unreasonably withheld). All of the restrictions on Holdings contained in this Section 4.1 shall apply to Holdings during the Pre-Distribution Period as well as the other periods specified in this Section 4.1.
Restrictions on Holdings. Holdings shall not engage in any operations, business or activity or incur any liabilities other than (a) holding 100% of the capital stock of the Borrower and (b) performing its obligations under (i) this Agreement and the other Loan Documents and (ii) the Subordinated Note Documents. For the avoidance of doubt, the phrase "operations, business, activity or liabilities" as used in the preceding sentence does not include activities or liabilities involving the capital stock of Holdings (including, without limitation, the issuance of capital stock) or any matters relating to the corporate governance, existence or payment of taxes of Holdings. In the event that all of the direct holders of the capital stock of Holdings form one or more holding companies through which such holders collectively own their equity interests in Holdings, Holdings shall cause each such new holding company to comply with the requirements of this Section 7.18 (except that the reference to capital stock of the Borrower in subsection 7.18(a) shall be deemed to refer to capital stock of Holdings owned by such new holding company).
Restrictions on Holdings. Holdings shall not incur any Indebtedness nor grant any Liens upon any of its properties or assets nor engage in any operations, business or activity (including, without limitation, any issuance of additional shares of its Capital Stock or other equity interests) other than holding a majority of the Capital Stock of the Borrower and its Subsidiaries, pledging its interests therein to the Administrative Agent on behalf of the Lenders, executing the Security Agreement and the Pledge Agreement in favor of the Administrative Agent on behalf of the Purchasers, guaranteeing the Credit Party Obligations as provided herein, and executing a security agreement in favor of the Senior Agent securing the Senior Debt and guaranteeing the Senior Debt as provided herein.
Restrictions on Holdings. Holdings may not hold any ------------------------- assets other than the Capital Stock of the Company and other minimal assets related to the business of owning the Capital Stock of the Company and may not incur any liabilities other than the liabilities under the Securities and the Senior Credit Facilities and tax liabilities and other liabilities in the ordinary course of business. Holdings must at all times own 100% of the Capital Stock of the Company and may not sell, transfer or otherwise dispose of any shares of Capital Stock of the Company. Holdings may not engage in any business other than owning the Capital Stock of the Company, unless Holdings and the Company have merged in compliance with the provisions of this Indenture, the and other activities reasonably incidental thereto.
Restrictions on Holdings. Unless Holdings shall have entered into an unconditional guarantee of all of the obligations of the Company and its Subsidiaries hereunder, which guarantee shall have substantially the same terms and conditions of the guarantee referred to in subsection 10.13, Holdings and its Subsidiaries (other than the Company and its Subsidiaries) shall not conduct, transact or otherwise engage in any business or operations, incur, create, assume or suffer to exist any Indebtedness (other than the Convertible Subordinated Notes), Contingent Obligations or other liabilities or obligations expressly permitted hereby, or own, lease, manage or otherwise operate any properties or assets, other than incident to the ownership of all of the outstanding shares of capital stock of the Company, provided that Holdings may take all actions reasonably necessary incident to its status as a public company.
Restrictions on Holdings. The Manager has the power to impose such restrictions (other than any restriction on transfer) as it may think necessary for the purpose of ensuring that no Units in the Fund are acquired or held directly or beneficially by: (a) any United States person or (b) a person in breach of the law or regulations of any jurisdiction or (c) any person or persons whose ownership, in the opinion of the Manager, might subject the Fund, the Trustee, the Manager or other Holders to adverse tax or regulatory consequences or other pecuniary disadvantage. If the Manager is aware that any Units are owned directly or beneficially by any such person (“a non-qualified person”) the Manager shall redeem all such Units as if the nonqualified person had requested the Manager to do so. Any person who reasonably appears to the Manager to be a non-qualified person or who has failed to provide satisfactory information and evidence to the Manager in connection therewith will be deemed to be a non-qualified person.
