The Parent. After giving effect to the Drop Down, the Parent (a) has no Indebtedness (other than (i) pursuant hereto, (ii) pursuant to the TIDES Subordinated Debentures and the TIDES Indenture and the guaranties and other documents and instruments entered into in connection therewith, (iii) certain trade payables reasonably incurred in the ordinary course of the operation of the Stations and of the Parent's corporate headquarters, and (iv) guaranties permitted pursuant to Section 8.3), (b) has no assets other than (i) furniture, fixtures and equipment located in its corporate office and certain other non-material assets not used in the operation of any Station and (ii) its equity interests in the TIDES Trust, the Borrower, and Financing Subsidiaries, (c) is not a party to or bound by any contract or agreement other than the Station Contracts, certain contracts relating to the TIDES Subordinated Debentures, certain contracts relating to Subordinated Debt permitted pursuant to Section 8.1(g) and guaranties permitted pursuant to Section 8.3, and (d) does not conduct any business other than holding the Membership Interests in the Borrower and the common securities of the TIDES Trust and entering into and performing the Station Contracts, and there are no Liens of any nature whatsoever on any of the property or assets of the Parent except Permitted Liens.
(f) Section 8.1(b) shall be amended and restated in its entirety to read as follows:
The Parent. (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business; provided, however, that nothing contained in this proviso shall limit Parent's ability to authorize or propose, or enter into, an agreement with respect to any acquisitions or to issue any debt or equity securities;
(ii) shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement;
(iii) shall and shall cause Merger Sub to vote all shares of Company Common Stock, if any, beneficially owned by Merger Sub or its affiliates in favor of adoption and approval of the Merger and this Agreement at the Company Special Meeting (as defined in Section 5.3);
(iv) shall not, and shall not permit any of its Subsidiaries to, make any acquisition, by means of a merger or otherwise, of assets or securities, or any sale, lease, encumbrance or other disposition of assets or securities, or enter into any similar transaction, or enter into an agreement to effect any of the foregoing, in each case which would reasonably be expected to adversely affect the ability of Parent to consummate the transactions contemplated by this Agreement or materially delay obtaining any consents or approvals of any Governmental Entity required under this Agreement or otherwise delay the Closing;
(v) shall not, and shall not permit any of its Subsidiaries to, change any of the accounting principles or practices used by it or any of its Subsidiaries, except as required by the Securities Exchange Commission (the "SEC") or required by GAAP;
(vi) shall use its reasonable efforts, and cause each of its Subsidiaries to use its reasonable efforts, consistent with prudent business practice to (A) preserve intact its business organizations and goodwill in all material respects, (B) keep available the services of its officers and employees as a group, subject to changes in the ordinary course, and (C) maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them, in each case as a group;
(vii) shall not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock;
(viii) shall not propose or adopt any amendments to its corporate charter or By-laws other than as necessary to effect the changes contemplated by this Agreement; and
(ix) shall not a...
The Parent. Except as permitted under Section 9.6 hereof, the Parent shall engage in no business other than ownership of stock of the Company, and shall not own, acquire or lease any property, other than such stock.
The Parent. (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business; provided, however, that nothing contained in this proviso shall limit Parent's ability to authorize or propose, or enter into, agreements with respect to any acquisition, incur indebtedness or to issue any debt or equity securities;
(ii) shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement;
(iii) shall not agree, or permit any of its Subsidiaries to agree, in writing or otherwise, to take any of the foregoing actions described in clauses (i) and (ii) or take any action which would make any representation or warranty in Article IV hereof untrue or incorrect.
The Parent. As of the date hereof, the authorized capital stock of the Parent consists of 300,000,000 shares of Parent Common Stock, par value $.50 per share, and 5,000,000 shares of preferred stock, par value $.50 per share ("Parent Preferred Stock"). At the close of business on May 29, 1998, (A) 122,341,004 shares of Parent Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable, and free of preemptive rights, (B) 850,328 shares of Parent Common Stock were held in the treasury of the Parent, and (C) 12,576,826 shares of Parent Common Stock were reserved for future issuance pursuant to stock option arrangements of the Parent (collectively, the "Parent Stock Option Plans"), of which 3,512,826 shares were reserved for future issuance under stock options granted as of May 29, 1998. The Parent Stock Option Plans are the only benefit plans of the Parent or its Subsidiaries under which any securities of the Parent or any of its Subsidiaries are issuable. No shares of Parent Preferred Stock are outstanding. As of the date of this Agreement, except as set forth above, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. As of the date of this Agreement, except for stock options covering not in excess of 3,512,826 shares of Parent Common Stock issued under the Parent Stock Option Plans (collectively, the "Parent Stock Options"), there are no options, warrants, calls, rights or agreements to which the Parent or any of its Subsidiaries is a party or by which any of them is bound obligating the Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Parent or any of its Subsidiaries or obligating the Parent or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, right or agreement. Each outstanding share of capital stock of each Subsidiary of the Parent that is a corporation is duly authorized, validly issued, fully paid and nonassessable, and each such share is owned by the Parent or another Subsidiary of the Parent free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. The Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or ...
The Parent. The Parent (i) owns any assets other than Equity Interests of the Borrower, assets in the nature of Derivatives Linked to Parent Common Stock, obligations owing it under Convertible Mirror Notes, and immaterial assets reasonably appropriate or necessary in connection with any of the foregoing; (ii) has any material Indebtedness other than Indebtedness under Convertible Notes and related Derivatives Linked to Parent Common Stock, (iii) conducts any material operations other than as reasonably necessary or appropriate in connection with the ownership of assets described in (i) above or the incurrence and maintenance of Indebtedness described in (ii) above; or (iv) ceases to report financial statements on a consolidated basis with the Borrower and its Subsidiaries.
The Parent. The Parent hereby guarantees, and agrees to cause the Issuers to comply with, their obligations pursuant to this Agreement.
The Parent. Notwithstanding anything herein to the contrary, the Parent shall not engage in any material operational business activities or own or hold any material assets or incur any Debt or Liens; provided that the following shall be permitted: (i) its ownership of the Equity Interests of the Borrower and activities incidental thereto, including, payment of dividends and other amounts in respect of its 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 as a Guarantor with respect to the Loan Documents or any other documents relating to Debt permitted hereunder, (v) if applicable, participating in tax, accounting and other administrative matters as the holding company of the consolidated group of the Parent and its Subsidiaries, (vi) holding any cash or Cash Equivalents permitted by Section 9.05, (vii) making of any Restricted Payments or Investments permitted hereunder, (viii) providing indemnification to officers and directors, (ix) acting as the general partner of ARP in accordance with ARP’s partnership agreement as of the date hereof or as amended; provided that the approval of any amendment thereto that is adverse to the interests of the Lenders shall require written consent of the Majority Lenders, (x) its ownership of the Equity Interests of AEC and the making of payments to AEC only to the extent those payments are necessary for AEC to fund any payments on behalf of Parent permitted by Section 9.22, (xi) its ownership of intellectual Property rights and (xii) any activities incidental or reasonably related to the foregoing.
The Parent. It is specifically agreed among the parties hereto that the Parent will be a co-issuer of the Senior Notes but otherwise act solely as a holding company for the Equity Interests of the Borrower and certain of the Subsidiaries.
The Parent. (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business; provided, however, that nothing contained in this proviso shall limit Parent's ability to authorize or propose, or enter into, an agreement with respect to any acquisitions or to issue any debt or equity securities;
(ii) shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement;
(iii) shall and shall cause Merger Sub to vote all shares of Company Common Stock, if any, beneficially owned by Merger Sub or its affiliates in favor of adoption and approval of the Merger and this Agreement at the Company Meeting (as defined in Section 5.3); and
(iv) shall not, and shall not permit any of its Subsidiaries to agree, in writing or otherwise, to take any of the foregoing actions or take any action which would make any representation or warranty in Article IV hereof untrue or incorrect.
