Subsidiary Restrictions. No Company will, or permit any Subsidiary to, enter into, or be otherwise subject to, any contract or agreement (including its certificate of incorporation or formation, by-laws, limited liability company operating agreement or partnership agreement) which limits the amount of or otherwise imposes restrictions on (i) the payment of dividends or distributions by any Subsidiary to Borrowers or any other Subsidiary, (ii) the payment by any Subsidiary of any indebtedness owed to Borrowers or any other Subsidiary, (iii) the making of loans or advances by any Subsidiary to Borrowers or any other Subsidiary, (iv) the transfer by any Subsidiary of its property or assets to Borrowers or any other Subsidiary, (v) the merger or consolidation of any Subsidiary with or into Borrowers or any other Subsidiary, or (vi) the guaranty by any Subsidiary of Borrowers’ indebtedness under the Loan Documents; provided that (a) the foregoing shall not apply to restrictions and conditions imposed by law or by the Loan Documents, (b) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or asset pending such sale, provided such restrictions and conditions apply only to the Subsidiary or asset that is to be sold and such sale is permitted hereunder, (c) clause (iv) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment, licensing, subletting, leasing thereof or otherwise granting a Lien on the assets subject thereto, (d) the foregoing shall not apply to restrictions set forth in the Indebtedness described in paragraph 5.8(b), (e) the foregoing shall not apply to customary provisions in joint venture agreements expressly permitted hereunder and applicable solely to such joint venture, (f) the foregoing shall not apply to restrictions contained in any non-material agreement in effect at the time a Person becomes a Subsidiary of Borrowers so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of Borrowers, (g) the foregoing shall not apply to restrictions that arise in connection with cash or other deposits permitted hereunder and limited to such cash or deposit, and (h) the foregoing shall not apply to restrictions on xxxx xxxxxxx money deposits in favor of sellers in connection with acquisitions not prohibited hereunder.
Subsidiary Restrictions. The Borrower will not, and will not permit any Subsidiary to, place or allow any restriction, directly or indirectly, on the ability of such Person to (a) pay dividends or any distributions on or with respect to such Person’s capital stock or (b) make loans or other cash payments to the Borrower.
Subsidiary Restrictions. Enter into, or be otherwise subject to, any contract, agreement or other binding obligation (including its charter) that directly or indirectly limits the amount of, or otherwise restricts (i) the payment by any Subsidiary to the Company of dividends or other redemptions or distributions with respect to such Subsidiary’s capital stock, (ii) the repayment to the Company by any Subsidiary of intercompany loans or advances, (iii) the making of loans or advances by any Subsidiary to the Company or any Wholly-Owned Subsidiary (other than a Significant Subsidiary) or (iv) other intercompany transfers to the Company of property or other assets by Subsidiaries.
Subsidiary Restrictions. (i) Subsidiary will not take any action or permit any Subsidiary Affiliate to take any action, and Subsidiary will not fail to take any action or permit any Subsidiary Affiliate to fail to take any action, where such action or failure to act would be inconsistent with or cause to be untrue any material, information, covenant or representation in the Ruling Documents, Supplemental Ruling Documents, Ruling, Supplemental Ruling or this Agreement.
(ii) Subsidiary shall not take any action (including any cessation, transfer or disposition of its active trade or business; payment of extraordinary dividends to shareholders; and acquisitions or issuances or stock) or permit any Subsidiary Affiliate to take any action (including any cessation, transfer or disposition if its active trade or business; payment of extraordinary dividends to shareholders; and acquisitions or issuances or stock), and Subsidiary will not fail to take any action or permit any Subsidiary Affili- ate to fail to take any action, where such action or failure to act would cause the Spin-Off or the Internal Distribution not to have Tax-Free Status.
(iii) Until the first day after the Restriction Period, no member of the Subsidiary Group shall sell, agree to sell or otherwise issue or agree to issue to any Person, or redeem or otherwise acquire from any Person, any Equity Securities of any member of the Subsidiary Group; provided, however, that (A) the adoption by Subsidiary of a rights plan -------- ------- shall not constitute a sale or issuance of such Equity Securities, (B) Subsidiary may repurchase Equity Securities to the extent that such repurchases meet the requirements of section 4.05(1)(b) of Revenue Procedure 96-30 and (C) Subsidiary may, subject to the terms and conditions contained in paragraph (vi) below, issue Equity Securities of Subsidiary.
(iv) Until the first day after the Restriction Period, no member of the Subsidiary Group shall (A) solicit any Person to make a tender offer for, or otherwise acquire or sell, the Equity Securities of Subsidiary, (B) participate in or support any unsolicited tender offer for, or other acquisition, issuance or disposition of, the Equity Securities of Subsidiary or (C) approve or otherwise permit any proposed business combination or any transaction which, in the case of (A), (B) or (C), individually or in the aggregate, together with the transactions contemplated by this Agreement, the Distribution Agreement, any other agreements or the Ruling D...
Subsidiary Restrictions. Prior to the Covenant Trigger Date, permit any Subsidiary (other than an SPV) to incur or permit to exist any restriction (except statutory and regulatory restrictions imposed by foreign Governmental Authorities) on such Subsidiary’s ability to pay dividends to the Borrower or its Subsidiaries or to otherwise transfer earnings or assets to the Borrower or its Subsidiaries. For the avoidance of doubt, the negative covenant set forth in this Section 7.06 shall not apply on or after the Covenant Trigger Date.
Subsidiary Restrictions. (A) The Obligors shall not in any 12 month period from the date of this Agreement downstream any funds or provide any financial assistance to any Subsidiary (that is not itself also an Obligor) in excess of $6,000,000 or its equivalent in any other currency (in aggregate).
(B) The Obligors shall ensure that at all times the maximum amount of Cash and Cash Equivalents held by the Subsidiaries of any Obligor (that is not itself also an Obligor) shall be $500,000 or its equivalent in any other currency (in aggregate).
Subsidiary Restrictions. Permit any Subsidiary (other than an SPV) to incur or permit to exist any restriction (except statutory and regulatory restrictions imposed by foreign governmental authorities) on such Subsidiary’s ability to pay dividends to Borrower or its Subsidiaries or to otherwise transfer earnings or assets to Borrower or its Subsidiaries.
Subsidiary Restrictions. On the date hereof, no Loan Party is ----------------------- subject to any Subsidiary Restrictions, except Subsidiary Restrictions contained in the Loan Documents.
Subsidiary Restrictions. The Company covenants that it shall not, and shall not permit any Subsidiary to, enter into, or be otherwise subject to, any contract or agreement (including its certificate or articles of incorporation) which limits the amount of or otherwise imposes restrictions on (1) the payment of dividends or distributions by any Subsidiary to the Company or any other Subsidiary, (2) the payment by any Subsidiary of any Indebtedness owed to the Company or any other Subsidiary, (3) the making of loans or advances by any Subsidiary to the Company or any other Subsidiary, (4) the transfer by any Subsidiary of its property or assets to the Company or any other Subsidiary, (5) the merger or consolidation of any Subsidiary with or into the Company or any other Subsidiary, or (6) the guaranty by any Subsidiary of the Company’s Indebtedness hereunder; provided that (a) the foregoing shall not apply to restrictions and conditions imposed by law, by this Agreement or by the Senior Credit Agreement (as in effect on the Closing Date or which (taken as a whole) could reasonably be expected not to have a Material Adverse Effect, (b) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, and (c) clause (4) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.
Subsidiary Restrictions. (a) Commencing with the date that is six (6) months after the Closing Date, except (i) in the case of a Subsidiary that is a Loan Party, directly own any Equity Interests of a Foreign Subsidiary or (ii) in the case of the Loan Parties, own any IP Rights arising under the laws of any jurisdiction other than the United States, any state of the United States or the District of Columbia.
(b) Notwithstanding any other provision of this Agreement or any other Loan Document, permit the Designated Delaware Subsidiary to own any material property or assets, engage in any material business or have any liabilities (direct or contingent) other than (i) owning the Equity Interests of its Subsidiaries and IP Rights arising under the laws of jurisdictions other than the United States, any state of the United States or the District of Columbia, (ii) being a Loan Party and issuing or repurchasing its Equity Interests to the extent permitted by this Agreement, (iii) making Investments in its Subsidiaries to the extent permitted by Section 8.02, (iv) making Restricted Payments to the extent permitted by Section 8.06, (v) making Dispositions to the extent permitted by Section 8.05, (vi) performing administrative functions necessary for its maintenance of such ownership interests and its organizational existence and operations (including without limitation, the issuance, transfer and cancellation of Equity Interests and contracts therefor), and (vii) activities ancillary or necessary to the foregoing (other than, for the avoidance of doubt, being liable, either on a direct or a contingent basis, for any Indebtedness other than the Obligations).
