Holding Companies. Each Holding Company will not conduct, transact or otherwise engage in any business or operations other than the following: (a) the ownership or acquisition of Equity Interests (other than Disqualified Equity Interests) in the Borrower, an Intermediate Holding Company and the other Subsidiaries of Nexstar Media, provided that for the avoidance of doubt, no Holding Company shall hold any Broadcast License or other FCC License, (b) the maintenance of its legal existence, including the ability to incur fees, costs and expenses and the hiring of employees relating to such maintenance, (c) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Consolidated Group Entities, (d) the performance of its obligations under and in connection with, and payments with respect to, the Group Loan Documents and related documentation in respect of the foregoing and any documents relating to other Indebtedness permitted under Section 7.02 of each Group Credit Agreement, (e) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto, (f) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder), (g) so long as immediately after giving effect to the issuance or incurrence thereof and the use of the proceeds thereof, no Event of Default shall have occurred and be continuing, the incurrence of Qualified Holding Company Debt, (h) consummation of the Digital Spinoff, (i) any transaction that a Holding Company is permitted to enter into or consummate under this Article VII and any transaction between or among a Holding Company and the Borrower or any one or more Covenant Entities permitted under this Article VII, including: (i) making any payment(s) or Restricted Payment(s) (A) to the extent otherwise permitted under Section 7.13 and (B) with any amounts received pursuant to transactions permitted under Section 7.09 or holding any cash received in connection therewith pending application thereof by a Holding Company, (ii) making any Investment (including by merging another Person into a Holding Company, with such Holding Company as the surviving Person) to the extent (A) payment therefor is made solely with the Equity Interests of a Holding Company (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower or proceeds of a Permitted Equity Issuance, (B) any property (whether assets or Equity Interests) acquired in connection therewith is immediately contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) or the Person formed or acquired in connection therewith is merged with the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) and (C) such Holding Company receives no other consideration or other payment in connection with such transaction unless such consideration and/or payment is contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity); (iii) guaranteeing the obligations and granting of Liens of the Consolidated Group Entities to the extent such obligations are not prohibited under any Group Credit Agreement; (iv) incurrence of unsecured Indebtedness of a Holding Company representing deferred compensation to employees, consultants or independent contractors of such Holding Company and unsecured Indebtedness consisting of promissory notes issued by such Holding Company to current or former officers, directors, partners, managers, consultants and employees, their respective heirs, estates, spouses or former spouses to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of such Holding Company; provided that the aggregate amount of such Indebtedness of all Holding Companies shall not exceed $20,000,000 in any fiscal year, (v) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (vi) providing customary indemnification to officers and directors in the ordinary course of business and as otherwise permitted in this Article VII, (vii) activities incidental to the consummation of the Transactions and the Tribune Transactions, (viii) the making of any loan to any officers or directors contemplated by Section 7.03, the making of any Investment in the Borrower or any Guarantor or, to the extent otherwise allowed under Section 7.03, a Restricted Subsidiary of Nexstar Media, (ix) making contributions to the capital of its Subsidiaries, or (x) making Investments in cash and Cash Equivalents; and (j) activities incidental to the businesses or activities described in clauses (a) through (i) of this Section 7.13.
Appears in 4 contracts
Sources: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Holding Companies. Each Holding Company will not conduct, transact or otherwise engage in any business or operations other than the following:
(a) the ownership or acquisition of Equity Interests (other than Disqualified Equity Interests) in the Borrower, an Intermediate Holding Company and the other Subsidiaries of Nexstar Media, provided that for the avoidance of doubt, no Holding Company shall hold any Broadcast License or other FCC License,
(b) the maintenance of its legal existence, including the ability to incur fees, costs and expenses and the hiring of employees relating to such maintenance,
(c) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Consolidated Group Entities,
(d) the performance of its obligations under and in connection with, and payments with respect to, the Group Loan Documents and related documentation in respect of the foregoing and any documents relating to other Indebtedness permitted under Section 7.02 of each Group Credit Agreement,
(e) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto,
(f) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(g) so long as immediately after giving effect to the issuance or incurrence thereof and the use of the proceeds thereof, no Event of Default shall have occurred and be continuing, the incurrence of Qualified Holding Company Debt,
(h) consummation of the Digital Spinoff,
(i) any transaction that a Holding Company is permitted to enter into or consummate under this Article VII and any transaction between or among a Holding Company and the Borrower or any one or more Covenant Entities permitted under this Article VII, including:
(i) making any payment(s) or Restricted Payment(s) (A) to the extent otherwise permitted under Section 7.13 and (B) with any amounts received pursuant to transactions permitted under Section 7.09 or holding any cash received in connection therewith pending application thereof by a Holding Company,
(ii) making any Investment (including by merging another Person into a Holding Company, with such Holding Company as the surviving Person) to the extent (A) payment therefor is made solely with the Equity Interests of a Holding Company (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower or proceeds of a Permitted Equity Issuance, (B) any property (whether assets or Equity Interests) acquired in connection therewith is immediately contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) or the Person formed or acquired in connection therewith is merged with the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) and (C) such Holding Company receives no other consideration or other payment in connection with such transaction unless such consideration and/or payment is contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity)transaction;
(iii) guaranteeing the obligations and granting of Liens of the Consolidated Group Entities to the extent such obligations are not prohibited under any Group Credit Agreement;
(iv) incurrence of unsecured Indebtedness of a Holding Company representing deferred compensation to employees, consultants or independent contractors of such Holding Company and unsecured Indebtedness consisting of promissory notes issued by such Holding Company to current or former officers, directors, partners, managers, consultants and employees, their respective heirs, estates, spouses or former spouses to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of such Holding Company; provided that the aggregate amount of such Indebtedness of all Holding Companies shall not exceed $20,000,000 in any fiscal year,
(v) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
(vi) providing customary indemnification to officers and directors in the ordinary course of business and as otherwise permitted in this Article VII,
(vii) activities incidental to the consummation of the Transactions and the Tribune Transactions,
(viii) the making of any loan to any officers or directors contemplated by Section 7.03, the making of any Investment in the Borrower or any Guarantor or, to the extent otherwise allowed under Section 7.03, a Restricted Subsidiary of Nexstar Media,
(ix) making contributions to the capital of its Subsidiaries, or
(x) making Investments in cash and Cash Equivalents; and
(j) activities incidental to the businesses or activities described in clauses (a) through (ih) of this Section 7.13.
Appears in 2 contracts
Sources: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Holding Companies. Each Holding Company will not conductNotwithstanding any other provision of this Agreement, transact neither the Parent nor the Borrower shall trade, carry on any business, own any assets or otherwise engage in incur any business or operations other than the followingliabilities except for:
(a) the ownership or acquisition provision and purchase of Equity Interests management, legal, accounting and administrative services (excluding treasury services) to other than Disqualified Equity Interests) in the Borrower, an Intermediate Holding Company and the other Subsidiaries Group Members of Nexstar Media, a type customarily provided that for the avoidance of doubt, no Holding Company shall hold any Broadcast License or other FCC License,by a holding company to its Subsidiaries;
(b) ownership of Equity Interests in its Subsidiaries, and credit balances in bank accounts, cash and Cash Equivalent Investments but only if those shares and, in the maintenance case of its legal existencethe Borrower, including credit balances, cash and Cash Equivalent Investments are subject to the ability to incur fees, costs and expenses and the hiring of employees relating to such maintenance,Transaction Security;
(c) to having commitments as at the extent applicable, participating in tax, accounting and other administrative matters as a member date of the combined group Commitment Letter in respect of Consolidated Group Entities,an Existing Investment;
(d) in the performance of its obligations under and in connection with, and payments with respect to, the Group Loan Documents and related documentation in respect case of the foregoing Borrower, intra-Group debit balances and any documents relating to other Indebtedness permitted under Section 7.02 of each intra-Group Credit Agreement,credit balances;
(e) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Article VII, including having rights and liabilities under the costs, fees and expenses related thereto,Transaction Documents to which it is a party;
(f) repurchases of Indebtedness through open market purchases incurring any liabilities for (i) Permitted Offshore Expenses and Dutch auctions (ii) any Merger Costs contemplated in the case of Loans, to the extent permitted hereunder),Funds Flow Statement;
(g) so long as immediately after giving effect making any Permitted Loan or Permitted Disposal, granting Permitted Security, incurring any Permitted Financial Indebtedness, making or benefiting from any Permitted Guarantee, and making, facilitating or receiving any Permitted Share Issue or Permitted Distribution or any arrangement in respect thereof or any transaction to facilitate such actions in each case provided that such are not otherwise prohibited by the issuance or incurrence thereof and the use of the proceeds thereof, no Event of Default shall have occurred and be continuing, the incurrence of Qualified Holding Company Debt,Finance Documents;
(h) consummation having rights and liabilities as a result of the Digital Spinoff,a Permitted Transaction or a Permitted Hedging Transaction; and
(i) any transaction that a Holding Company is permitted non-trading administrative activities desirable to enter into or consummate under this Article VII and any transaction between or among a Holding Company and the Borrower or any one or more Covenant Entities permitted under this Article VII, including:
(i) making any payment(s) or Restricted Payment(s) (A) to the extent otherwise permitted under Section 7.13 and (B) with any amounts received pursuant to transactions permitted under Section 7.09 or holding any cash received in connection therewith pending application thereof by a Holding Company,
(ii) making any Investment (including by merging another Person into a Holding Company, with such Holding Company as the surviving Person) to the extent (A) payment therefor is made solely with the Equity Interests of a Holding Company (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower or proceeds of a Permitted Equity Issuance, (B) any property (whether assets or Equity Interests) acquired in connection therewith is immediately contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) or the Person formed or acquired in connection therewith is merged with the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) and (C) such Holding Company receives no other consideration or other payment in connection with such transaction unless such consideration and/or payment is contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity);
(iii) guaranteeing the obligations and granting of Liens of the Consolidated Group Entities to the extent such obligations are not prohibited under any Group Credit Agreement;
(iv) incurrence of unsecured Indebtedness of a Holding Company representing deferred compensation to employees, consultants or independent contractors of such Holding Company and unsecured Indebtedness consisting of promissory notes issued by such Holding Company to current or former officers, directors, partners, managers, consultants and employees, their respective heirs, estates, spouses or former spouses to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of such Holding Company; provided that the aggregate amount of such Indebtedness of all Holding Companies shall not exceed $20,000,000 in any fiscal year,
(v) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, maintain its tax and accounting issues and paying taxes,
(vi) providing customary indemnification to officers and directors in the ordinary course of business and as otherwise permitted in this Article VII,
(vii) activities incidental to the consummation of the Transactions and the Tribune Transactions,
(viii) the making of any loan to any officers or directors contemplated by Section 7.03, the making of any Investment in the Borrower or any Guarantor or, to the extent otherwise allowed under Section 7.03, a Restricted Subsidiary of Nexstar Media,
(ix) making contributions to the capital of its Subsidiaries, or
(x) making Investments in cash and Cash Equivalents; and
(j) activities incidental to the businesses or activities described in clauses (a) through (i) of this Section 7.13status.
Appears in 2 contracts
Sources: Facility Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.), Facility Agreement (Giant Interactive Group Inc.)
Holding Companies. Each Holding Company will not conduct, transact or otherwise engage in any business or operations other than the following:
(a) : the ownership or acquisition of Equity Interests (other than Disqualified Equity Interests) in the Borrower, an Intermediate Holding Company and the other Subsidiaries of Nexstar Media, provided that for the avoidance of doubt, no Holding Company shall hold any Broadcast License or other FCC License,
(b) , the maintenance of its legal existence, including the ability to incur fees, costs and expenses and the hiring of employees relating to such maintenance,
(c) , to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Consolidated Group Entities,
(d) , the performance of its obligations under and in connection with, and payments with respect to, the Group Loan Documents and related documentation in respect of the foregoing and any documents relating to other Indebtedness permitted under Section 7.02 of each Group Credit Agreement,
(e) , any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto,
(f) , repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(g) , so long as immediately after giving effect to the issuance or incurrence thereof and the use of the proceeds thereof, no Event of Default shall have occurred and be continuing, the incurrence of Qualified Holding Company Debt,
(h) , consummation of the Digital Spinoff,
(i) , any transaction that a Holding Company is permitted to enter into or consummate under this Article VII and any transaction between or among a Holding Company and the Borrower or any one or more Covenant Entities permitted under this Article VII, including:
(i) : making any payment(s) or Restricted Payment(s) (A) to the extent otherwise permitted under Section 7.13 and (B) with any amounts received pursuant to transactions permitted under Section 7.09 or holding any cash received in connection therewith pending application thereof by a Holding Company,
(ii) , making any Investment (including by merging another Person into a Holding Company, with such Holding Company as the surviving Person) to the extent (A) payment therefor is made solely with the Equity Interests of a Holding Company (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower or proceeds of a Permitted Equity Issuance, (B) any property (whether assets or Equity Interests) acquired in connection therewith is immediately contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) or the Person formed or acquired in connection therewith is merged with the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) and (C) such Holding Company receives no other consideration or other payment in connection with such transaction unless such consideration and/or payment is contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity);
(iii) ; guaranteeing the obligations and granting of Liens of the Consolidated Group Entities to the extent such obligations are not prohibited under any Group Credit Agreement;
(iv) ; incurrence of unsecured Indebtedness of a Holding Company representing deferred compensation to employees, consultants or independent contractors of such Holding Company and unsecured Indebtedness consisting of promissory notes issued by such Holding Company to current or former officers, directors, partners, managers, consultants and employees, their respective heirs, estates, spouses or former spouses to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of such Holding Company; provided that the aggregate amount of such Indebtedness of all Holding Companies shall not exceed $20,000,000 in any fiscal year,
(v) , incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
(vi) , providing customary indemnification to officers and directors in the ordinary course of business and as otherwise permitted in this Article VII,
(vii) , activities incidental to the consummation of the Transactions and the Tribune Transactions,
(viii) , the making of any loan to any officers or directors contemplated by Section 7.03, the making of any Investment in the Borrower or any Guarantor or, to the extent otherwise allowed under Section 7.03, a Restricted Subsidiary of Nexstar Media,
(ix) , making contributions to the capital of its Subsidiaries, or
(x) or making Investments in cash and Cash Equivalents; and
(j) and activities incidental to the businesses or activities described in clauses (a) through (i) of this Section 7.13.
Appears in 2 contracts
Sources: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Holding Companies. Each The Holding Company will Companies, shall not conduct, transact or otherwise engage in any material business or operations operations; provided, that the following shall be permitted in any event: (i) its ownership of the Capital Stock of the Borrower Parties, other than Holding Companies and any Subsidiary of the following:
Holding Companies (athat is not a Borrower or a Subsidiary of a Borrower) which is formed solely for purposes of acting as a co-obligor with respect to any Qualified Holding Company Indebtedness and which does not conduct, transact or otherwise engage in any material business or operation, and, in each case, activities incidental thereto; (ii) the ownership or acquisition of Equity Interests (other than Disqualified Equity Interests) in the Borrowerentry into, an Intermediate Holding Company and the other Subsidiaries performance of Nexstar Mediaits obligations with respect to the Loan Documents (including any Specified Refinancing Debt or any New Term Facility or any New Revolving Facility), provided that any Refinancing Notes, any Incremental Equivalent Debt, any Junior Financing Documentation, any Ratio Debt documentation, any Ratio Acquisitions Debt documentation, any documentation relating to any Permitted Refinancing of the foregoing or documentation relating to the Indebtedness otherwise permitted by this Section 7.09 and the Guarantees permitted by clause (v) below; (iii) the consummation of the Transactions; (iv) the performing of activities (including, without limitation, cash management activities) and the entry into documentation with respect thereto, in each case, permitted by this Agreement for the avoidance Holding Companies to enter into and perform; (v) the payment of doubtdividends and distributions (and other activities in lieu thereof permitted by this Agreement), no Holding Company shall hold the making of contributions to the capital of its Subsidiaries and Guarantees of Indebtedness permitted to be incurred hereunder by any Broadcast License or Borrower Party) and the Guarantees of other FCC License,
obligations not constituting Indebtedness; (bvi) the maintenance of its legal existence, existence (including the ability to incur fees, costs and expenses and the hiring of employees relating to such maintenance,
maintenance and performance of activities relating to its officers, directors, managers and employees and those of its Subsidiaries); (cvii) to the extent applicable, participating taking actions in tax, accounting furtherance of and other administrative matters as consummating a member of the combined group of Consolidated Group Entities,
Qualified IPO and fulfilling all initial and ongoing obligations related thereto; (dviii) the performance performing of its obligations under activities in preparation for and in connection with, and payments with respect to, the Group Loan Documents and related documentation in respect of the foregoing and any documents relating to other Indebtedness permitted under Section 7.02 of each Group Credit Agreement,
(e) consummating any public offering of its common stock or any other issuance or registration sale of its Equity Interests for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto,
(f) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(g) so long as immediately after giving effect to the issuance or incurrence thereof and the use of the proceeds thereof, no Event of Default shall have occurred and be continuing, the incurrence of Qualified Holding Company Debt,
(h) consummation of the Digital Spinoff,
(i) any transaction that a Holding Company is permitted to enter into or consummate under this Article VII and any transaction between or among a Holding Company and the Borrower or any one or more Covenant Entities permitted under this Article VII, including:
(i) making any payment(s) or Restricted Payment(s) (A) to the extent otherwise permitted under Section 7.13 and (B) with any amounts received pursuant to transactions permitted under Section 7.09 or holding any cash received in connection therewith pending application thereof by a Holding Company,
(ii) making any Investment (including by merging another Person into a Holding Company, with such Holding Company as the surviving Person) to the extent (A) payment therefor is made solely with the Equity Interests of a Holding Company Capital Stock (other than Disqualified Equity Interests)Stock) including converting into another type of legal entity; (ix) the participation in tax, the proceeds of Restricted Payments received from the Borrower or proceeds of a Permitted Equity Issuanceaccounting and other administrative matters, (B) any property (whether assets or Equity Interests) acquired in connection therewith is immediately contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) or the Person formed or acquired in connection therewith is merged including compliance with the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) applicable Laws and (C) such Holding Company receives no other consideration or other payment in connection with such transaction unless such consideration and/or payment is contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity);
(iii) guaranteeing the obligations and granting of Liens of the Consolidated Group Entities to the extent such obligations are not prohibited under any Group Credit Agreement;
(iv) incurrence of unsecured Indebtedness of a Holding Company representing deferred compensation to employees, consultants or independent contractors of such Holding Company and unsecured Indebtedness consisting of promissory notes issued by such Holding Company to current or former officers, directors, partners, managers, consultants and employees, their respective heirs, estates, spouses or former spouses to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of such Holding Company; provided that the aggregate amount of such Indebtedness of all Holding Companies shall not exceed $20,000,000 in any fiscal year,
(v) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues matters related thereto and paying taxes,
activities relating to its officers, directors, managers and employees; (vix) the holding of any cash and Cash Equivalents (but not operating any property); (xi) the entry into and performance of its obligations with respect to contracts and other arrangements, including the providing customary of indemnification to officers officers, managers, directors and directors in the ordinary course of business employees; and as otherwise permitted in this Article VII,
(viixii) any activities incidental to the consummation foregoing. No Holding Company shall create, incur, assume or suffer to exist any Lien on any Capital Stock of any Borrower Party (other than Liens pursuant to any Loan Document and non-consensual Liens arising solely by operation of Law and any Permitted Liens) and shall not incur any Indebtedness (other than in respect of Disqualified Stock, Qualified Holding Company Indebtedness, Indebtedness between the Holding Companies and any of their Restricted Subsidiaries that is permitted by Section 7.01 and subordinated pursuant to the terms of the Transactions Intercompany Subordination Agreement (or pledged in favor of the Collateral Agent, as applicable) or Guarantees permitted above and the Tribune Transactions,
(viii) the making of any loan to any officers or directors contemplated liabilities imposed by Section 7.03Law, the making of any Investment in the Borrower or any Guarantor or, to the extent otherwise allowed under Section 7.03, a Restricted Subsidiary of Nexstar Media,
(ix) making contributions to the capital of its Subsidiaries, or
(x) making Investments in cash and Cash Equivalents; and
(j) activities incidental to the businesses or activities described in clauses (a) through (i) of this Section 7.13including Tax liabilities).
Appears in 1 contract
Sources: Credit Agreement (Arxis, Inc.)
Holding Companies. Each Holding Company will not conduct, transact or otherwise engage in any business or operations other than the following:
(a) the ownership or acquisition of Equity Interests (other than Disqualified Equity Interests) in the Borrower, an Intermediate Holding Company and the other Subsidiaries of Nexstar Media, provided that for the avoidance of doubt, no Holding Company shall hold any Broadcast License or other FCC License,
(b) the maintenance of its legal existence, including the ability to incur fees, costs and expenses and the hiring of employees relating to such maintenance,
(c) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Consolidated Group Entities,
(d) the performance of its obligations under and in connection with, and payments with respect to, the Group Loan Documents and related documentation in respect of the foregoing and any documents relating to other Indebtedness permitted under Section 7.02 of each Group Credit Agreement,
(e) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto,
(f) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(g) so long as immediately after giving effect to the issuance or incurrence thereof and the use of the proceeds thereof, no Event of Default shall have occurred and be continuing, the incurrence of Qualified Holding Company Debt,
(h) consummation of the Digital Spinoff,
(i) any transaction that a Holding Company is permitted to enter into or consummate under this Article VII and any transaction between or among a Holding Company and the Borrower or any one or more Covenant Entities permitted under this Article VII, including:
(i) making any payment(s) or Restricted Payment(s) (A) to the extent otherwise permitted under Section 7.13 and (B) with any amounts received pursuant to transactions permitted under Section 7.09 or holding any cash received in connection therewith pending application thereof by a Holding Company,
(ii) making any Investment (including by merging another Person into a Holding Company, with such Holding Company as the surviving Person) to the extent (A) payment therefor is made solely with the Equity Interests of a Holding Company (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower or proceeds of a Permitted Equity Issuance, (B) any property (whether assets or Equity Interests) acquired in connection therewith is immediately contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) or the Person formed or acquired in connection therewith is merged with the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) and (C) such Holding Company receives no other consideration or other payment in connection with such transaction unless such consideration and/or payment is contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity);
(iii) guaranteeing the obligations and granting of Liens of the Consolidated Group Entities to the extent such obligations are not prohibited under any Group Credit Agreement;
(iv) incurrence of unsecured Indebtedness of a Holding Company representing deferred compensation to employees, consultants or independent contractors of such Holding Company and unsecured Indebtedness consisting of promissory notes issued by such Holding Company to current or former officers, directors, partners, managers, consultants and employees, their respective heirs, estates, spouses or former spouses to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of such Holding Company; provided that the aggregate amount of such Indebtedness of all Holding Companies shall not exceed $20,000,000 in any fiscal year,
(v) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
(vi) providing customary indemnification to officers and directors in the ordinary course of business and as otherwise permitted in this Article VII,
(vii) activities incidental to the consummation of the Transactions, the Tribune Transactions and the Tribune TEGNA Transactions,
(viii) the making of any loan to any officers or directors contemplated by Section 7.03, the making of any Investment in the Borrower or any Guarantor or, to the extent otherwise allowed under Section 7.03, a Restricted Subsidiary of Nexstar Media,
(ix) making contributions to the capital of its Subsidiaries, or
(x) making Investments in cash and Cash Equivalents; and
(j) activities incidental to the businesses or activities described in clauses (a) through (i) of this Section 7.13.
Appears in 1 contract
Holding Companies. Each No Holding Company will not conduct, transact or otherwise engage in any business or operations other than the following:
(a) the ownership or acquisition of Equity Interests (other than Disqualified Equity Interests) in the Borrower, an Intermediate Holding Company Borrower and the its other Subsidiaries of Nexstar MediaSubsidiaries, provided that that, for the avoidance of doubt, no Holding Company shall hold any Broadcast License or other FCC License,
(b) the maintenance of its legal existence, including the ability to incur fees, costs and expenses and the hiring of employees relating to such maintenance,
(c) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Consolidated Group Covenant Entities,
(d) the performance of its obligations under and in connection with, and payments with respect to, the Group Loan Documents and related documentation in respect of the foregoing and any documents relating to other Indebtedness permitted under Section 7.02 7.2 of each Group this Credit Agreement,
(e) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Article VII7, including the costs, fees and expenses related thereto,
(f) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(g) so long as immediately after giving effect to the issuance or incurrence thereof and the use of the proceeds thereof, no Event of Default shall have occurred and be continuing, the incurrence of Qualified Holding Company Debt,[reserved];
(h) consummation of the Digital Spinoff,[reserved];
(i) any transaction that a Holding Company is permitted to enter into or consummate under this Article VII 7 and any transaction between or among a Holding Company and the Borrower or any one or more Covenant Entities permitted under this Article VII7, including:
(i) making any payment(s) or Restricted Payment(s) (A) to the extent otherwise permitted under Section 7.13 and (B) with any amounts received pursuant to transactions permitted under Section 7.09 7.9 or holding any cash received in connection therewith pending application thereof by a Holding Company,
(ii) making any Investment (including by merging another Person into a Holding Company, with such Holding Company as the surviving Person) to the extent (A) payment therefor is made solely with the Equity Interests of a Holding Company (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower or proceeds of a Permitted Equity Issuance, (B) any property (whether assets or Equity Interests) acquired in connection therewith is immediately contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.037.3, a Covenant Entity) or the Person formed or acquired in connection therewith is merged with the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.037.3, a Covenant Entity) and (C) such Holding Company receives no other consideration or other payment in connection with such transaction unless such consideration and/or payment is contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.037.3, a Covenant Entity);
(iii) guaranteeing the obligations and granting of Liens of the Consolidated Group Entities to the extent such obligations are not prohibited under any Group Credit Agreement[reserved];
(iv) incurrence of unsecured Indebtedness of a Holding Company representing deferred compensation to employees, consultants or independent contractors of such Holding Company and unsecured Indebtedness consisting of promissory notes issued by such Holding Company to current or former officers, directors, partners, managers, consultants and employees, their respective heirs, estates, spouses or former spouses to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of such Holding Company; provided that the aggregate amount of such Indebtedness of all Holding Companies shall not exceed $20,000,000 in any fiscal year,[reserved];
(v) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
(vi) providing customary indemnification to officers and directors in the ordinary course of business and as otherwise permitted in this Article VII7,
(vii) activities incidental to the consummation of the Transactions and the Tribune Transactions,[reserved];
(viii) the making of any loan to any officers or directors contemplated by Section 7.037.3, the making of any Investment in the Borrower or any Guarantor or, to the extent otherwise allowed under Section 7.037.3, a Restricted Subsidiary of Nexstar Media,Subsidiary;
(ix) making contributions to the capital of its Subsidiaries, orand
(x) making Investments in cash and Cash Equivalents; and
(j) activities incidental to the businesses or activities described in clauses (a) through (i) of this Section 7.13.
Appears in 1 contract
Sources: Credit Agreement (Gray Media, Inc)
Holding Companies. Each Holding Company will not conduct, transact or otherwise engage in any business or operations other than the following:
(a) the ownership or acquisition of Equity Interests (other than Disqualified Equity Interests) in the Borrower, an Intermediate Holding Company and the other Subsidiaries of Nexstar Media, provided that for the avoidance of doubt, no Holding Company shall hold any Broadcast License or other FCC License,
(b) the maintenance of its legal existence, including the ability to incur fees, costs and expenses and the hiring of employees relating to such maintenance,
(c) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Consolidated Group Entities,
(d) the performance of its obligations under and in connection with, and payments with respect to, the Group Loan Documents and related documentation in respect of the foregoing and any documents relating to other Indebtedness permitted under Section 7.02 of each Group Credit Agreement,
(e) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto,
(f) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(g) so long as immediately after giving effect to the issuance or incurrence thereof and the use of the proceeds thereof, no Event of Default shall have occurred and be continuing, the incurrence of Qualified Holding Company Debt,
(h) consummation of the Digital Spinoff,
(i) any transaction that a Holding Company is permitted to enter into or consummate under this Article VII and any transaction between or among a Holding Company and the Borrower or any one or more Covenant Entities permitted under this Article VII, including:
(i) making any payment(s) or Restricted Payment(s) (A) to the extent otherwise permitted under Section 7.13 and (B) with any amounts received pursuant to transactions permitted under Section 7.09 or holding any cash received in connection therewith pending application thereof by a Holding Company,
(ii) making any Investment (including by merging another Person into a Holding Company, with such Holding Company as the surviving Person) to the extent (A) payment therefor is made solely with the Equity Interests of a Holding Company (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower or proceeds of a Permitted Equity Issuance, (B) any property (whether assets or Equity Interests) acquired in connection therewith is immediately contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) or the Person formed or acquired in connection therewith is merged with the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) and (C) such Holding Company receives no other consideration or other payment in connection with such transaction unless such consideration and/or payment is contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity);
(iii) guaranteeing the obligations and granting of Liens of the Consolidated Group Entities to the extent such obligations are not prohibited under any Group Credit Agreement;
(iv) incurrence of unsecured Indebtedness of a Holding Company representing deferred compensation to employees, consultants or independent contractors of such Holding Company and unsecured Indebtedness consisting of promissory notes issued by such Holding Company to current or former officers, directors, partners, managers, consultants and employees, their respective heirs, estates, spouses or former spouses to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of such Holding Company; provided that the aggregate amount of such Indebtedness of all Holding Companies shall not exceed $20,000,000 in any fiscal year,
(v) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
(vi) providing customary indemnification to officers and directors in the ordinary course of business and as otherwise permitted in this Article VII,
(vii) activities incidental to the consummation of the Transactions and the Tribune Transactions,
(viii) the making of any loan to any officers or directors contemplated by Section 7.03, the making of any Investment in the Borrower or any Guarantor or, to the extent otherwise allowed under Section 7.03, a Restricted Subsidiary of Nexstar Media,
(ix) making contributions to the capital of its Subsidiaries, or
(x) making Investments in cash and Cash Equivalents; and
(j) activities incidental to the businesses or activities described in clauses (a) through (ihi) of this Section 7.13.
Appears in 1 contract
Holding Companies. Each Holding Company will not conduct, transact or otherwise engage in any business or operations other than the following:
(a) the ownership or acquisition of Equity Interests (other than Disqualified Equity Interests) in the Borrower, an Intermediate Holding Company and the other Subsidiaries of Nexstar Media, provided that for the avoidance of doubt, no Holding Company shall hold any Broadcast License or other FCC License,
(b) the maintenance of its legal existence, including the ability to incur fees, costs and expenses and the hiring of employees relating to such maintenance,
(c) to the extent applicable, participating in tax, accounting and other administrative matters as a member of the combined group of Consolidated Group Entities,
(d) the performance of its obligations under and in connection with, and payments with respect to, the Group Loan Documents and related documentation in respect of the foregoing and any documents relating to other Indebtedness permitted under Section 7.02 of each Group Credit Agreement,
(e) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale not prohibited by this Article VII, including the costs, fees and expenses related thereto,
(f) repurchases of Indebtedness through open market purchases and Dutch auctions (in the case of Loans, to the extent permitted hereunder),
(g) so long as immediately after giving effect to the issuance or incurrence thereof and the use of the proceeds thereof, no Event of Default shall have occurred and be continuing, the incurrence of Qualified Holding Company Debt,
(h) consummation of the Digital Spinoff,
(i) any transaction that a Holding Company is permitted to enter into or consummate under this Article VII and any transaction between or among a Holding Company and the Borrower or any one or more Covenant Entities permitted under this Article VII, including:
(i) making any payment(s) or Restricted Payment(s) (A) to the extent otherwise permitted under Section 7.13 and (B) with any amounts received pursuant to transactions permitted under Section 7.09 or holding any cash received in connection therewith pending application thereof by a Holding Company,
(ii) making any Investment (including by merging another Person into a Holding Company, with such Holding Company as the surviving Person) to the extent (A) payment therefor is made solely with the Equity Interests of a Holding Company (other than Disqualified Equity Interests), the proceeds of Restricted Payments received from the Borrower or proceeds of a Permitted Equity Issuance, (B) any property (whether assets or Equity Interests) acquired in connection therewith is immediately contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) or the Person formed or acquired in connection therewith is merged with the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity) and (C) such Holding Company receives no other consideration or other payment in connection with such transaction unless such consideration and/or payment is contributed to the Borrower or a Guarantor that is a Covenant Entity (or, if otherwise permitted by Section 7.03, a Covenant Entity);
(iii) guaranteeing the obligations and granting of Liens of the Consolidated Group Entities to the extent such obligations are not prohibited under any Group Credit Agreement;
(iv) incurrence of unsecured Indebtedness of a Holding Company representing deferred compensation to employees, consultants or independent contractors of such Holding Company and unsecured Indebtedness consisting of promissory notes issued by such Holding Company to current or former officers, directors, partners, managers, consultants and employees, their respective heirs, estates, spouses or former spouses to finance the retirement, acquisition, repurchase, purchase or redemption of Equity Interests of such Holding Company; provided that the aggregate amount of such Indebtedness of all Holding Companies shall not exceed $20,000,000 in any fiscal year,
(v) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes,
(vi) providing customary indemnification to officers and directors in the ordinary course of business and as otherwise permitted in this Article VII,
(vii) activities incidental to the consummation of the Transactions and, the Tribune Transactions and the Tribune TEGNA Transactions,
(viii) the making of any loan to any officers or directors contemplated by Section 7.03, the making of any Investment in the Borrower or any Guarantor or, to the extent otherwise allowed under Section 7.03, a Restricted Subsidiary of Nexstar Media,
(ix) making contributions to the capital of its Subsidiaries, or
(x) making Investments in cash and Cash Equivalents; and
(j) activities incidental to the businesses or activities described in clauses (a) through (i) of this Section 7.13.
Appears in 1 contract