Parent Covenants. The Parent will:
Parent Covenants. Except as otherwise provided below, during the time period from the Agreement Date until the earlier to occur of (a) the Effective Time or (b) the termination of this Agreement in accordance with the provisions of Article 9, Parent covenants and agrees with the Company as follows:
Parent Covenants. Notwithstanding anything to the contrary contained in any Loan Document, at any time that the Parent is not a Guarantor the Parent shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition and disposition of interests in the Borrower and, if applicable, direct interests in the Borrower, and the management of the business of the Borrower, and such activities as are incidental thereto, all of which shall be solely in furtherance of the business of the Borrower. The Parent shall not own any assets other than (i) interests, rights, options, warrants or convertible or exchangeable securities of the Borrower, (ii) assets that have been distributed to the Parent by its Subsidiaries in accordance with Section 7.06 that are held for ten (10) Business Days or less pending further distribution to equity holders of the Parent, (iii) assets received by the Parent from third parties (including the Net Cash Proceeds from any issuance and sale by the Parent of any its Equity Interests), that are held for ten (10) Business Days or less pending contribution of same to the Borrower, (iv) such bank accounts or similar instruments as it deems necessary to carry out its responsibilities under the Organization Documents of the Borrower and (v) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Borrower and its Subsidiaries, but which shall in no event include any Equity Interests other than those permitted in clauses (i) and (iii) of this sentence. Nothing in this Section 7.14 shall prevent the Parent from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Loan Documents, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests, (iv) the payment of dividends, (v) making contributions to the capital of the Borrower, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of the Parent and the Borrower, (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each ca...
Parent Covenants. Parent covenants that (i) it will not permit any change to be made in the character of its business as carried out on the date hereof and will not engage in any business or activity of any kind or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than in the ordinary course of its business as the holding company for the Company or as expressly contemplated by this Section, (ii) it will not merge or consolidate with or into, or sell, lease or otherwise dispose of (whether in one transaction or a series of transactions) substantially all of its assets (whether now or hereafter acquired) to any other Person, (iii) it will have no material assets other than Capital Stock of the Company, (iv) it will have no material liabilities other than (a) liabilities arising directly as a result of its ownership of the Company and (b) the Old Parent Discount Notes outstanding on the Restatement Date after the closing of the Old Parent Discount Note Tender Offer and in any event will not incur or suffer to exist any Indebtedness for borrowed money (other than as permitted above) or Guaranty Obligations) other than such Old Parent Discount Notes, pursuant to Article XII and pursuant to the New Subordinated Indenture, the Old Subordinated Indenture and any Qualified Indenture, provided that the Guaranty Obligations that arise pursuant to such indentures are subordinated to the Guaranty Obligations that arise pursuant to Article XII on substantially the same terms as the New Subordinated Notes are subordinated to the Guaranteed Obligations, (v) it will not, and will not permit any of its Subsidiaries to, (a) declare or make any dividend payment or other distribution on account of any shares of the TPG Acquisition Preferred Stock other than a distribution made solely of additional shares of TPG Acquisition Preferred Stock, or (b) make any redemptions, prepayments, defeasances or repurchases (collectively, "Redemptions") of any shares of TPG Acquisition Preferred Stock other than, so long as no Event of Default or Unmatured Event of Default of the type specified in Section 9.1(f) or (g) has occurred and is continuing, Redemptions made with the Net Cash Proceeds of an equity issuance by, or capital contribution to, Parent and (vi) it will not issue any TPG Acquisition Preferred Stock for a price per share less than the liquidation preference thereof (i.e., $1,000 per share), other than in payment of regularly sche...
Parent Covenants. While the Preferred Shares are outstanding, the Parent covenants: (1) to use its best efforts to list its common stock on a national securities exchange promptly following achieving listing eligibility criteria; (2) to file on a timely basis all reports, notices, audits and other documents required to maintain its compliance with the Securities Exchange Act of 1934; (3) to notice, convene and conduct its annual meeting of shareholders not later than June 15 of each year; (4) prior to the initial issuance of the Units, to appoint three directors to the Company’s Board of Directors, one of whom will be designated to represent the interests of the holders of the Preferred Shares (the “PS Director”). The PS Director will have the same rights and duties as each of the other directors of the Company, and the Board of Directors shall act by majority vote; (5) coincident with its annual meeting each year, to conduct an election among holders of the Preferred Shares for the purpose of electing the PS Director, as provided below in Section 2.10 below; (6) to cause its independent public accounting firm to audit and issue its opinion with respect to the adequacy of the Company’s financial reports; (7) to file a registration statement on or before February28, 2013 with the SEC for the resale of the following securities: (a) for the Common Stock issuable on conversion of the Preferred underlying the Conversion Shares; and (b) for the Common Stock issuable upon exercise of the Warrants; and (8) To certify at least annually that, to the Parent’s actual knowledge, neither the Parent nor the Company is in breach of a Major Covenant, Additional Covenant, or a Parent Covenant. These covenants shall be collectively referred to as “Parent Covenants”.
Parent Covenants. The Parent shall not trade, carry on any business, own any material assets or incur any material liabilities except for:
Parent Covenants. The Parent agrees to make a notation on its records and give instructions to its transfer agent(s) not to permit, prior to the Expiration Time, the transfer of any Shares or New Shares, except as permitted pursuant to Section 1(a).
Parent Covenants. During the time period from the Agreement Date until the earlier to occur of (a) the Effective Time or (b) the termination of this Agreement in accordance with Article 11, Parent covenants and agrees as follows:
Parent Covenants. Parent and Merger Sub shall have performed and complied with, in all material respects, each of the covenants and obligations under this Agreement required to be performed and complied with by them prior to the Closing.
