Holding Company Covenants. Holdings (prior to a Qualified IPO) hereby covenants and agrees with each Lender that, from and after the Closing Date and until the Termination Date, unless the Required Lenders shall otherwise consent in writing, (a) Holdings will not create, incur, assume or permit to exist any Lien other than (i) Liens created under the Loan Documents and (ii) Liens not prohibited by Section 6.02 on any of the Equity Interests issued by the Borrower held by Holdings and (b) Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided, that so long as no Default has occurred and is continuing or would result therefrom, Holdings may merge with any other person (and if it is not the survivor of such merger, the survivor shall assume Holdings’ obligations, as applicable, under the Loan Documents).
Holding Company Covenants. (a) The Borrower covenants and agrees that it shall not own or acquire any assets other than the Equity Interests of its direct and indirect Subsidiaries, and shall not conduct, transact or otherwise engage in any business or operations other than (i) those incidental to its ownership of the Equity Interests of its direct and indirect Subsidiaries, (ii) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in tax, accounting and other administrative matters, (iv) the performance of its obligations under and in connection with the Loan Documents, (v) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes (including the allocation of professional and other such fees and expenses among the Parent and its Subsidiaries on a consolidated basis), (vi) providing indemnification to officers and members of the its board of directors, (vii) guaranteeing the obligations of the other Loan Parties and its Subsidiaries in each case solely to the extent such obligations are not prohibited hereunder and (viii) activities incidental or reasonably related to the businesses or activities described in clauses (i) through (vii) of this paragraph.
Holding Company Covenants. (a) Holdings shall not own or acquire any material assets (other than Equity Interests of the Borrower, cash and Cash Equivalents) or engage in any business or activity other than:
Holding Company Covenants. Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, from and after the consummation of the Specified Change of Control Transactions, Borrower Parent shall not (a) engage in, or commit to engage in, any business or other activities, or enter into, execute or perform any business transaction, other than (i) owning the Equity Interests in the Borrower and making investments in the Borrower, (ii) the transactions contemplated by the Specified Merger Agreement, and (iii) director and officer indemnification, employment and consulting agreements and director and officer indemnity insurance to the extent entered into in the ordinary course of business, (b) incur any Indebtedness, or (c) grant any Liens in any of its assets.
