Common use of Permitted Activities of Parent Clause in Contracts

Permitted Activities of Parent. Notwithstanding anything to the contrary contained herein, Parent shall not engage in any material business or activity or own any material assets other than (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, including payment of dividends and other amounts in respect of its Equity Interests, in each case, solely as permitted pursuant to this Agreement, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance) and compliance with all applicable Laws, (iii) the performance of its obligations as a holding company and as a Guarantor and as a guarantor of any Debt or obligations permitted to be incurred hereunder, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests or any merger permitted by Section 11.4, (v) if applicable, participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and Borrower, (vi) the making of any Restricted Payments or Investments permitted to be made, and the incurrence of, and performance of its obligations under, any Debt or other obligations permitted to be incurred, by Parent pursuant to this Agreement; provided that the only Debt for borrowed money Parent is permitted to borrow is Permitted Parent Debt and Permitted Convertible Debt, (vii) providing indemnification to officers and directors in the ordinary course of business, (viii) activities relating to employees of the Loan Parties (including its obligations under any stock option or stock purchase plan or benefit or compensation plan or other similar plan or under any employment agreement); (ix) [reserved]; (x) the issuance and sale of, and its obligations under, its Equity Interests as permitted hereunder, (xi) entering into the Loan Documents and the documents relating to any Permitted Parent Debt or Permitted Convertible Debt, (xii) its obligations under any acquisition agreement relating to any Permitted Acquisition or other Investment permitted hereunder or under any agreement related to any Asset Sale permitted hereunder, (xiii) holding cash and Cash Equivalent Investments, (xiv) maintaining, entering into and performing its obligations in respect of leases of real property to the extent in the ordinary course of business consistent with past practices, (xv) entering into and performing its obligations under any Permitted Bond Hedge Transaction or Permitted Warrant Transaction and (xvi) any activities incidental or reasonably related to the foregoing.

Permitted Activities of Parent. Notwithstanding anything to the contrary contained herein, Parent shall not (a) incur, directly or indirectly, any Indebtedness or any other material liabilities; provided that Parent may (i) incur Indebtedness and obligations under this Agreement, the other Credit Documents, the ABL Loan Documents, the Senior Unsecured Notes Documents, any Incremental Equivalent Debt, any other debtIndebtedness permitted to be incurred hereunder and any Refinancing Indebtedness in respect of which it is permitted to be an obligor and guarantees of other Indebtedness permitted hereunder, (ii) in the ordinary course of business, provide guarantees of obligations of its Restricted Subsidiaries that do not constitute Indebtedness, (iii) incur liabilities imposed by law, including liabilities in respect of Taxes, and other liabilities incidental to its existence and permitted business and activities, (iv) incur fees, costs and expenses relating to overhead and general operating, including professional fees for legal, tax and accounting issues and (v) incur Indebtedness of Parent representing deferred compensation to employees, consultants or independent contractors and unsecured Indebtedness consisting of promissory notes issued by any Credit Party to future, present or former employees, directors, officers, managers, distributors or consultants of the Borrower, Parent or any of its Subsidiaries; (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 created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any material business or activity or own any material assets other than (i) owning immaterial assets incidental to its ownership existence and permitted business and activities, (ii) holding 100.00% of the Equity Interests of Borrower and U.S. Borrower, (iii) engaging in activities incidental theretoto maintain legal existence of Parent, including payment of dividends and other amounts in respect of its Equity Interests, in each case, solely as permitted pursuant to this Agreement, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance) and compliance with all applicable Laws, (iiiiv) the entry into, and exercise of rights and performance of its obligations as a holding company in respect of this Agreement and as a Guarantor and as a guarantor of any Debt or obligations other Credit Document, ABL Loan Documents, the Senior Unsecured Notes Documents, any Incremental Equivalent Debt, any other Indebtedness permitted to be incurred hereunder and any Refinancing Indebtedness in respect of which it is permitted to be an obligor and guarantees of other Indebtedness permitted hereunder, (iv) any public offering of its common stock or any other issuance or sale of its Equity Interests or any merger permitted by Section 11.4, (v) if applicableholding and making investments in Cash and Cash Equivalents to the extent and for the purposes permitted under this Section, (vi) making Restricted Junior Payments to the extent permitted by this Agreement, (vii) participating in activities incidental to the consummation of the Transactions, (viii) as may be required by law, filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes), (ix) participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and the U.S. Borrower, (vix) in the case of Parent, issuing its own Equity Interests (including, for the avoidance of doubt, any public offering of its common stock or any other issuance or registration of its Equity Interest for sale or resale, the making of any Restricted Payments dividend or Investments permitted to be made, and the incurrence distribution on account of, and performance of its obligations underor any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any Debt or other obligations permitted to be incurred, by Parent pursuant to this Agreement; provided that the only Debt for borrowed money Parent is permitted to borrow is Permitted Parent Debt and Permitted Convertible Debt, (vii) providing indemnification to officers and directors in the ordinary course shares of business, (viii) activities relating to employees any class of the Loan Parties (including its obligations under any stock option or stock purchase plan or benefit or compensation plan or other similar plan or under any employment agreement); (ix) [reserved]; (x) the issuance and sale of, and its obligations under, its Equity Interests as permitted hereunderby Section 6.4), (xi) entering into the Loan Documents repurchasing Indebtedness through open market purchases and the documents relating to any Permitted Parent Debt or Permitted Convertible Debt, Dutch auctions; (xii) preparing reports to Governmental Authorities and to its obligations under any acquisition agreement relating to any Permitted Acquisition or other Investment permitted hereunder or under any agreement related to any Asset Sale permitted hereundershareholders, (xiii) holding cash director and Cash Equivalent Investmentsshareholder meetings and preparing organizational records, (xiv) maintainingmaking Investments in U.S. Borrower and its Subsidiaries in connection with intercompany cash management arrangements, entering into including receiving, holding and performing its obligations applying Cash and Cash Equivalents in respect of leases of real property to the extent in the ordinary course of business consistent with past practicesconnection therewith, (xv) entering into providing indemnification and performing severance arrangements for its obligations under any Permitted Bond Hedge Transaction current or Permitted Warrant Transaction former officers, directors, members of management, managers, employees and advisors or consultants and (xvi) any other activities incidental or reasonably related to the foregoingbusinesses or activities described in the foregoing or (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person.

Permitted Activities of Parent. Notwithstanding anything to the contrary contained herein, Parent shall not (a) incur, directly or indirectly, any Indebtedness or any other material liabilities; provided that Parent may (i) incur Indebtedness and obligations under this Agreement, the other Credit Documents, the ABL Loan Documents, the Senior Unsecured Notes Documents, any Incremental Equivalent Debt, any other debt permitted to be incurred hereunder and any Refinancing Indebtedness in respect of which it is permitted to be an obligor and guarantees of other Indebtedness permitted hereunder, (ii) in the ordinary course of business, provide guarantees of obligations of its Restricted Subsidiaries that do not constitute Indebtedness, (iii) incur liabilities imposed by law, including liabilities in respect of Taxes, and other liabilities incidental to its existence and permitted business and activities, (iv) incur fees, costs and expenses relating to overhead and general operating, including professional fees for legal, tax and accounting issues and (v) incur Indebtedness of Parent representing deferred compensation to employees, consultants or independent contractors and unsecured Indebtedness consisting of promissory notes issued by any Credit Party to future, present or former employees, directors, officers, managers, distributors or consultants of the Borrower, Parent or any Subsidiaries; (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 created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any material business or activity or own any material assets other than (i) owning immaterial assets incidental to its ownership existence and permitted business and activities, (ii) holding 100.00% of the Equity Interests of Borrower and Borrower, (iii) engaging in activities incidental theretoto maintain legal existence of Parent, including payment of dividends and other amounts in respect of its Equity Interests, in each case, solely as permitted pursuant to this Agreement, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance) and compliance with all applicable Laws, (iii) the performance of its obligations as a holding company and as a Guarantor and as a guarantor of any Debt or obligations permitted to be incurred hereunder, (iv) any public offering the entry into, and exercise of its common stock or rights and performance of obligations in respect of this Agreement and any other issuance or sale Credit Document, ABL Loan Documents, the Senior Unsecured Notes Documents, any Incremental Equivalent Debt and any Refinancing Indebtedness in respect of its Equity Interests or any merger which it is permitted by Section 11.4to be an obligor, (v) if applicableholding and making investments in Cash and Cash Equivalents to the extent and for the purposes permitted under this Section, (vi) making Restricted Junior Payments to the extent permitted by this Agreement, (vii) participating in activities incidental to the consummation of the Transactions, (viii) as may be required by law, filing Tax reports and paying Taxes and other customary obligations related thereto in the ordinary course (and contesting any Taxes), (ix) participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and the Borrower, (vix) in the case of Parent, issuing its own Equity Interests (including, for the avoidance of doubt, any public offering of its common stock or any other issuance or registration of its Equity Interest for sale or resale, the making of any Restricted Payments dividend or Investments permitted to be made, and the incurrence distribution on account of, and performance of its obligations underor any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any Debt or other obligations permitted to be incurred, by Parent pursuant to this Agreement; provided that the only Debt for borrowed money Parent is permitted to borrow is Permitted Parent Debt and Permitted Convertible Debt, (vii) providing indemnification to officers and directors in the ordinary course shares of business, (viii) activities relating to employees any class of the Loan Parties (including its obligations under any stock option or stock purchase plan or benefit or compensation plan or other similar plan or under any employment agreement); (ix) [reserved]; (x) the issuance and sale of, and its obligations under, its Equity Interests as permitted hereunderby Section 6.4), (xi) entering into the Loan Documents repurchasing Indebtedness through open market purchases and the documents relating to any Permitted Parent Debt or Permitted Convertible Debt, Dutch auctions; (xii) preparing reports to Governmental Authorities and to its obligations under any acquisition agreement relating to any Permitted Acquisition or other Investment permitted hereunder or under any agreement related to any Asset Sale permitted hereundershareholders, (xiii) holding cash director and Cash Equivalent Investmentsshareholder meetings and preparing organizational records, (xiv) maintainingmaking Investments in Borrower and its Subsidiaries in connection with intercompany cash management arrangements, entering into including receiving, holding and performing its obligations applying Cash and Cash Equivalents in respect of leases of real property to the extent in the ordinary course of business consistent with past practicesconnection therewith, (xv) entering into providing indemnification and performing severance arrangements for its obligations under any Permitted Bond Hedge Transaction current or Permitted Warrant Transaction former officers, directors, members of management, managers, employees and advisors or consultants and (xvi) any other activities incidental or reasonably related to the foregoingbusinesses or activities described in the foregoing or (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person.