Parent Entities Sample Clauses
Parent Entities. Neither the Parent nor Holdings shall conduct, transact, or otherwise engage in any business or activity or own any operating assets; provided that notwithstanding the foregoing, the following shall be permitted, along with the performance of the obligations and activities so described and any activities incidental thereto (in each case, to the extent otherwise not prohibited by this Agreement):
(a) ownership of the Equity Interests of the Consolidated Subsidiaries and any other Equity Interests permitted to be acquired or held by such Loan Party under this Agreement;
(b) maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance);
(c) the performance of its obligations with respect to the Indebtedness and other obligations under the Loan Documents, the Term Loan/Euro RCF Agreement, the Senior Unsecured Notes, the New Senior Notes (Issued 2010), the New Senior Notes (Issued 2011), Refinancing Indebtedness and the Permitted Additional Indebtedness;
(d) any Qualified Public Offering;
(e) any intercompany obligations;
(f) the transfer or other disposition of Equity Interests or other assets to another Loan Party;
(g) making contributions to the capital of its Consolidated Subsidiaries;
(h) guaranteeing the obligations of the Consolidated Subsidiaries solely to the extent such obligations are not prohibited hereunder;
(i) participating in tax, accounting and other administrative matters as a member of the Group;
(j) the Restricted Payments and Investments permitted to be made by such Loan Party by this Agreement;
(k) transactions that comply with Section 11.4(a);
(l) any Permitted Acquisition of a Person that will become a Loan Party upon consummation of such Permitted Acquisition, or the creation of a Consolidated Subsidiary that will become a Loan Party upon such creation;
(m) holding any cash or property received in connection with Restricted Payments permitted to be made pending application thereof by Parent or Holdings;
(n) providing indemnification to officers and directors; and
(o) the amendment of any of the foregoing not otherwise prohibited by this Agreement.
Parent Entities. “Parent Entities” shall mean: (a) Parent; and (b) each of Parent’s Subsidiaries.
Parent Entities. Each Parent Entity (i) is duly organized, validly existing and in good standing pursuant to the laws of its jurisdiction of organization; and (ii) has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets.
Parent Entities. 4 1.38 Parent Executive Benefit Plans................................................................4 1.39
Parent Entities. Section 6.2 of the Purchaser Disclosure Letter sets forth a correct and complete list of each Subsidiary of the Parent, together with the type of entity and jurisdiction of organization of each such Subsidiary of the Parent.
Parent Entities. For purposes of this Agreement, “Parent Entities” means Medtronic, Inc. and all of its subsidiaries and affiliated corporations and the operating divisions of any of them (including, but not limited to, the Company from and after the Merger).
Parent Entities. ▇▇. ▇▇▇▇ and the Issuer agree that no parent entity for the Issuer shall be created without the consent of the Holders of a majority of the Series A Preferred.
Parent Entities. 1.1 Organization of HoldCo, Parent and Merger Sub.
(a) SoftBank has caused HoldCo to be organized under the laws of the State of Delaware. The authorized capital stock of HoldCo consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares have been issued to SoftBank.
(b) HoldCo has caused Parent to be organized under the laws of the State of Delaware. As of the date hereof, the authorized capital stock of Parent consists of 2,000 shares of common stock, par value $0.01 per share, of which 1,000 shares have been designated Class A Common Stock, none of which have been issued to date, and 1,000 shares have been designated Class B Common Stock (the “Parent Class B Common Stock”), all of which shares have been issued to HoldCo. Pursuant to the Parent Charter and Section 1.2(b) hereof, immediately prior to the Effective Time, the Parent Class B Common Stock shall be reclassified as a class of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock”).
(c) Parent has caused Merger Sub to be organized under the laws of the State of Kansas for the sole purpose of effectuating the Merger. The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share, all of which shares have been issued to Parent.