Holding Company Activities. The Company shall not, and shall not permit CDOC to, engage in any business or activity except owning all the outstanding shares of Capital Stock of their respective Subsidiaries and activities related or incidental thereto. The Company shall not permit CDOC to own or acquire any assets (except shares of Capital Stock of its Subsidiaries and cash and Cash Equivalents and other assets owned by it on the Effective Date) or incur any liabilities (except liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities, liabilities in existence on the Effective Date and other liabilities incidental to its existence and permitted business and activities).
Holding Company Activities. Notwithstanding anything herein to the contrary, each of Holdings and the Borrower shall not (a) incur, directly or indirectly, any Indebtedness other than the Indebtedness not prohibited to be incurred by them under this Agreement; (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 (x) created under the Collateralized L/C Security Documents to which it is a party and (y) permitted pursuant to Section 7.02; (c) engage in any business other than as permitted by this Agreement; (d) merge, consolidate or amalgamate with, or sell all or substantially all of its assets to, any other Person except as permitted by Section 7.07; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries other than as permitted to be disposed by them under this Agreement; or (f) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.
Holding Company Activities. None of the Holding Companies [other than EI] will, as of the Closing Date, have engaged in any commercial or business activities other than as contemplated by this Agreement.]
Holding Company Activities. Parent, 1623739 Alberta Ltd. (Alberta) and 1623753 Alberta Ltd. (Alberta) do not engage in any business or own any significant assets or have any material liabilities other than (i) in the case of Parent, (a) the ownership of the Equity Interests of SAE, (b) liabilities in respect of this Agreement and the Documents and (c) the issuance, and liabilities in respect, of Shareholder Subordinated Notes and the Existing Shareholders Notes, in each case, to the extent otherwise permitted under this Agreement, (ii) in the case of 1623739 Alberta Ltd. (Alberta), the ownership of the Equity Interests of 1623753 Alberta Ltd. (Alberta), (iii) in the case of 1623753 Alberta Ltd. (Alberta), the ownership of the Equity Interests of SAE Canada and (iv) the activities permitted under Section 8.03(iii).
Holding Company Activities. Each of Sunlight Financial Holdings Inc., SL Financial Holdings, Inc., SL Financial Investor I LLC and SL Financial II LLC shall not acquire any material assets other than cash or Cash Equivalents in compliance with the terms of this Agreement and the equity interests of each of its existing direct Subsidiaries, and shall not engage in any activities or voluntarily incur any new liabilities other than incidental or reasonably related to the foregoing and otherwise in the ordinary course of business (including, without limitation, public holding company activities) consistent with past practice.
Holding Company Activities. Holdings shall only conduct or engage in Permitted Holding Company Activities.
Holding Company Activities. Esmark shall not (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its ownership of (i) its Equity Interests in the Borrower and WPC and (ii) Capital Infusion Notes (as defined in the WPC Revolving Credit Agreement) having an outstanding principal amount not exceeding $5,000,000 (the “Designated Capital Infusion Notes”), (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) nonconsensual obligations imposed by operation of law, (ii) obligations pursuant to the Loan Documents, the WPC Term Loan Agreement, the Series A Notes (as defined in the WPC Revolving Credit Agreement), the Series B Notes (as defined in the WPC Revolving Credit Agreement), the ESSG Revolving Credit Agreement and intercompany advances made to Esmark by the Borrower, and the WPC Revolving Credit Agreement and the loan documents related to any of the foregoing and (iii) obligations with respect to its Equity Interests (including those underlying obligations for which Restricted Payments may be made to Esmark pursuant to Section 6.08), or (c) own, lease, manage or otherwise operate any properties or assets (including, without limitation, cash and cash equivalents) other than (i) cash received in connection with dividends made by the Borrower in accordance with Section 6.08 pending application in the manner contemplated by said Section or made by WPC in accordance with the WPC Revolving Credit Agreement, (ii) cash received in connection with the proceeds of the Loans distributed to Esmark as permitted by Section 6.08(v) or advanced pursuant to Section 6.04(r), (iii) the ownership of Equity Interests of the Borrower and WPC, (iv) the ownership of the Designated Capital Infusion Notes, and (v) the lease or leases of executive office space and the lease or ownership of office equipment therefore as contemplated pursuant to Section 6.08.
Holding Company Activities. Consultation with UBI's chairman regarding holding company opportunities, challenges and corporate governance.
Holding Company Activities. Each of Holdings and Montpelier Re, will not be permitted to (a) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (b) directly or indirectly, create, assume, incur or suffer to exist any Lien on the Capital Stock of the Borrower or any of its Subsidiaries except as permitted by Section 7.02; (c) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries except as permitted by Section 7.03; (d) sell or otherwise dispose of any property in the aggregate during the term of this Agreement other than (i) sales not in excess of 10% of the Total Assets of such Person and (ii) Dispositions of Insurance Investments by any Insurance Subsidiary (or any Subsidiary of an Insurance Subsidiary) in the ordinary course of business in compliance with the policies and procedures approved by the board of directors or the investment committee (or other applicable committee) of such Insurance Subsidiary (or such Subsidiary of an Insurance Subsidiary), (e) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons; (f) make any change to its accounting policies or reporting practices, except as required or permitted by GAAP or SAP or (g) change the last day of its fiscal year from December 31 of each year.
Holding Company Activities. The Company, 1623739 Alberta Ltd. (Alberta) and 1623753 Alberta Ltd. (Alberta) do not engage in any business or own any significant assets or have any material liabilities other than (i) in the case of the Company, (a) the ownership of the capital stock of SAExploration, Inc., (b) liabilities in respect of this Agreement, the Company Credit Agreement (as hereinafter defined) and the other agreements entered into in connection with the Merger and the other transactions contemplated hereby and by the Company Credit Agreement, and (c) the issuance, and liabilities in respect, of the Shareholder Subordinated Notes and the Existing Shareholders Notes (as defined in the Company Credit Agreement, in each case, to the extent otherwise permitted, under the Company Credit Agreement); (ii) in the case of 1623739 Alberta Ltd. (Alberta), the ownership of the capital stock of 1623753 Alberta Ltd. (Alberta); (iii) in the case of 1623753 Alberta Ltd. (Alberta), the ownership of the capital stock of SAExploration (Canada) Ltd.; and (iv) the activities permitted under Section 8.03; (iii) of the Company Credit Agreement. As used in this Agreement, the term “Company Credit Agreement” means that certain Credit Agreement among the Company, SAExploration, Inc., a Delaware corporation, SAExploration Seismic Services (US), LLC, a Delaware limited liability company, and NES, LLC, an Alaskan limited liability company, the Lenders party hereto from time to time, CP Admin Co LLC, as Administrative Agent, and CP Admin Co LLC, as Lead Arranger, as amended by that certain Amendment No. 1 to Credit Agreement.
